The Third Spider
by gunman
Summary: Shinji is merged with a cloned body of Spider Man and becomes a new hero alongside the original and his clone, The Scarlet Spider, to fight against evil. Chapter 4 up. Shinji/Felicia.
1. New World

_**THE THIRD SPIDER  
**_by Gunman

Disclaimer: I do not own Eva or Spider Man.

Summary: Shinji is merged with a cloned body of Spider Man and becomes a new hero alongside the original and his clone, The Scarlet Spider.

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Chapter 1  
**New World**

Within a dark and abandoned building in the bustling metropolis of New York City, a high-tech device called a Clone Tank sat in silence and peace. Undisturbed by any, save the dust-mites and the occasional cockroach. Inside the tank floated a body, a clone body of one of the most powerful and amazing heroes the world had ever known.

Spider Man!

Years ago a demented but brilliant scientist named Professor Miles Warren, created a clone of the web-slinging hero in order to destroy the original. This ultimately failed, but Warren didn't give up. Through tireless genetic experiments and breakthroughs in advanced technology, Warren managed to set up several Clone Tank's all over the city in the hopes that 1-they would all be hidden, and 2-that one of them would bring him the revenge he so desperately sought.

However, Warren had been killed in a pitched fight against Spider Man and his genetically perfect clone brother, known as The Scarlet Spider. With his main lab, and himself destroyed, Warren's Clone Tank's were left unchecked and unmaintained. Some of the clones had died as a result, leaving only bits and pieces of themselves in the final discovery. However, one of the tanks had only recently stopped functioning.

And as fate would have it, received a much needed infusion of new DNA.

The energy portal opened directly on top of the Clone Tank itself, splitting the tank between two dimensions both here and there, out of phase with conventional reality. Within seconds, a single image flew in as if pushed out of the hole and slamming into the clone body like a soft cushion of play dough. As the portal vanished, the dimensional barriers realigned, and as a result the two bodies that now occupied the same space, merged together to form a single entity.

His eyes opened sharply and suddenly, looking around in a panic for anything that was familiar. Seeing that he was in some kind of a tube, and what's more couldn't breathe, he pounded against the steel and glass door of the tube, exploding it open and allowing the young man to take a lung full of fresh air.

"AH! Aahhh! I can breathe! I can breathe!" he gasped as he stumbled out of the tank and collapsed onto the floor.

Lying on his back he wiped the strange ooze out of his eyes and stared at the ceiling.

_Another unfamiliar ceiling._ He thought as he looked around to try and get his bearings.

Seeing that he was in an abandoned building of some kind, he slowly started to sit up, only to find that not only was he alone in this unfamiliar place, but he was also without apparel. What's more... he realized that without any apparel he could see his body... which didn't look like his body. At least not the one he remembered.

"What... what's going on? Where am I? Misato?! Rei?! Asuka?! Dr Akagi?!" he shouted, only to receive silence as his answer.

He tried to stand up, feeling a strength and ease he had never known before. He grabbed his head suddenly as strange and bizarre images flooded his mind. Some of the images he remembered, some he didn't. He remembered a purple giant with a horn. A penguin with red hair. A woman in cutoff shorts. A girl with blue hair smiling at him.

But then he was assaulted with other images. Of strange creatures and people, some resembling animals, others resembling machines. A man in red with horns on his head. A woman in black with white trim on her outfit. A creature made of pitch black with a large mouth full of spiky teeth. And a hiding place... not far from where he was.

The images faded from his mind as he went over to the nearest door and opened it up.

Stepping into the alley his body was assaulted by a chilling wind. There was no one present in the alley, which was to his advantage. Looking around he saw nothing again, and then looked up towards a tall building with several stone gargoyles carved into it.

_Up there. There's... something... up there!_ He thought as he stepped up to the wall and placed his hand on it. His foot went next, then his other hand, and then his other foot. One after the other, bit by bit, until finally... he was literally climbing up the side of the building... like a spider!

The cold wind stung his naked body, but he didn't stop his ascent. He couldn't understand where this strange knowledge or impulse was coming from, but he knew that he had to answer the call, or be frozen in his attempt.

Reaching the top he slowly wandered over to a small bend beneath one of the stone statues and reached under it. He found something soft, like a small bag or something, and pulled it out. It was a bag, like an old backpack. Opening it up he smiled as he realized what he had found.

Clothing!

The material was pitch black with a strange white spider image on the front and back of it. But that was of little interest to him as the wind picked up once again. Seeking to escape both cold, and his immodest nature, he quickly pulled the black clothes over his body, finding it to be a perfect fit. As if it had been tailor made for him.

But what confused him then, was a black mask with white patched eye lenses.

_It came with a mask for a reason. Maybe it's a Halloween costume. But why would someone stash this thing up here?_ He wondered. _Figure it out later, Shinji. At least it's warm... but right now I need to find some regular clothes._ He thought as he stuffed the mask into his shirt and looked over the side of the building.

He gasped as he suddenly realized the obviousness of his situation.

He was no longer in Tokyo-3! He was in a place he had only read about in history class.

"New York City!" he gasped as he stared out at the Manhattan skyline, which was punctuated with familiar edifices such as The Empire State Building and The World Trade Towers.

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(AN: Yes, I know, the World Trade Towers were destroyed in the 9-11 attacks. But they were pretty much the main image of the city of New York, and I needed something that everyone, even Shinji, could recognize without misinterpretation.)

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Eventually Shinji climbed down the wall of the building, which still freaked him out, and felt a strange tingling in the back of his mind. Fear became evident inside him, and he ducked down behind a set of garbage cans as a pair of men rounded the corner carrying a whole mess of clothes and shoes in their arms.

They seemed to be in an awful rush, which was proven by another pair of men rounding the corner. These men were uniformed police officers.

"HALT!" one of the cops shouted.

One of the men suddenly tripped and dropped the clothes he was carrying on the ground next to where Shinji was hiding. He got back up and kept running. The two police men continued to give chase, leaving the clothes behind.

However, this was fortunate for Shinji, who quickly snatched up the dropped merchandise. A set of pants, a dress shirt, a brown trenchcoat, and a pair of shoes.

Luck had never been with Shinji before, but he wasn't about to look a gift horse in the mouth as he quickly dressed himself and walked out of the alleyway.

He looked around and noticed hundreds of people just walking around, talking, seeming to enjoy the night and all. Keeping to himself, he suddenly passes a large window and freezes when he sees his reflection.

Staring back at him was not a skinny, 14-year old Japanese boy. No. This was much, much different. The image was of a man at least twice Shinji's age, American, with wavy brown hair and soft blue eyes. He was nearly 6 feet tall, about 5'10, 5'11 he figured. He was about as tall as Ryoji Kaji from what he remembered. He ran his hands over his face, slapping his cheeks to see if he wasn't dreaming. And felt the disappointment that he wasn't dreaming.

Before he could stare anymore at his reflection, he felt a strong tug on his arm, spinning him around as a pair of full, red lips pressed against his own.

Shinji froze for several seconds as the woman in question pulled back to smile at him.

"Caught you by surprise, tiger!" the beautiful redheaded woman said as she wrapped her arms around him tightly.

Shinji's first reaction was naturally fear, thinking this girl might be Asuka, then confusion at why she was kissing him, and finally settling on stunned when he realized she was older than Asuka.

"It's nice to see you're on time for a change." the redhead said.

That was when Shinji chose to speak. "Uh... do you know me?" Shinji asked, suddenly realizing that he was speaking English. And fluently too.

The redhead looked shocked. "What? Do I know you? Peter did you hit your head or something? It's me, Mary Jane. And what's with the clothes?" she asked, staring at his trenchcoat, pants and shoes. "Not that it's not a nice change from the usual outfit you usually wear, but... are you alright?"

It suddenly occurred to Shinji that this young woman knew him. Or at least the person he looked like. Maybe she could help him.

"Uh... I'm sorry, I... must have forgot..."

"Forgot? Forgot our one year anniversary? Oh, you must have hit your head and hard too." she said as she brushed a hand over his forehead in concern. "You do feel a little clammy. I think we need to go see Aunt May."

"Aunt May?" he asked.

"Oh, brother! You're in worse shape than I thought!" Mary Jane said as she flagged down a cab.

Shinji got in the yellow taxi cab after the attractive redhead and closed the door behind himself. She gave the cabbie an address and the man took off down the street.

However, what made Shinji feel strange, is that he could have sworn he was being watched. Maybe it was paranoia, from being in a new place, in a new body that could do amazing things, with a girl who obviously knew him, and he had no idea what was going on.

Of course the only good part of this whole bizarre event, was that this redheaded young woman was a lot nicer to him than Asuka.

Then again, he was someone she knew, but not the actual person. That got Shinji to thinking. If he looked like this person, Peter, that this redheaded woman, Mary Jane, obviously knew, where was the real guy?

He had no idea that said guy was currently flying across the skyline of the city on a webline following the cab.

_Who is that guy? He's not Ben, so is he... another clone?_ Peter Parker thought as he fired another webline to keep pace with the cab... all the way to his Aunt May's home.

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Authors Notes:

Okay, I admit, this chapter is short, and for a very good reason. I intended it that way. It's basically an introduction to Shinji as a new type of Spider-hero. I've had numerous people actually write to me asking if I could try my hand at writing up Shinji as Spider Man. There were a lot of ways I could have gone with that. Like the classic method of having Shinji bitten by a radioactive spider, or some other genetic, or mystical, alteration involving spiders. But ultimately, I choose to use a method that I'm sure no one had ever thought of.

The Spider-Clones!

Using this method, I intend to put Shinji right next to Peter 'Spider Man' Parker and Ben 'Scarlet Spider' Reilly. Mostly because I love both of those characters. I'm also kicking around a few ideas for whom I am going to pair him up with from this universe. But... suggestions are always welcome.

And yes, it was intentionally uploaded on 8-8-08 because I like the landmark number.

Chapter redone thanks to suggestions from Cylon One!


	2. Danger Calls

_**THE THIRD SPIDER  
**_by Gunman

Disclaimer: I do not own Eva or Spider Man.

Summary: Shinji, Spider Man and Scarlet Spider battle Venom and his sinister cohorts, and Shinji gets a superhero moniker as well.

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Chapter 2  
**Danger Calls**

The taxi cab continued to drive all the way out to Brooklyn, New York, taking the redheaded beauty Mary Jane Watson and her fiancé, Peter Parker, to the home of May Reilly Parker.

However, Mary Jane had no idea that this wasn't the real Peter. Even in her longstanding experience of dealing with Peter's web-slinging antics, the redhead hadn't considered the possibility that his amnesia was a result of a new clone activation. Even more so that 'Peter' was actually someone from another dimension inside one of Peter's cloned bodies.

Of course that was something only someone like Reed Richards could have come up with.

"Here we are." Mary Jane said as the cab pulled up in front of Aunt May's home.

"Who lives here?" Shinji asked.

"Your Aunt May." Mary Jane said as she paid the cab driver.

"Aunt May?" he asked.

"Don't worry, she'll fix everything." she said as she lead him into the house.

Mary Jane lead Shinji up the front porch of the house and knocked on the door. A few seconds later a kindly and elderly woman opened the door.

"Peter! Mary Jane! How wonderful to see you again!" the woman said. "But what's bring you here?"

"Actually... it's Peter." Mary Jane said.

"Peter?" May gasped. "Oh, dear! Did something happen? Come in right now, the both of you!" she said as she dragged the pair inside.

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Shinji smiled warmly as for the next several minutes he was pampered and smothered with affection by the elderly woman.

After hearing that 'Peter' had suffered some kind of amnesia bout, the woman quickly pulled him and Mary Jane into the house. She got him a blanket, a cup of hot chocolate and started cooking up a nice warm meal for him. And while the meal was being prepared, she went upstairs and started getting his bed ready.

Mary Jane just giggled at how much he seemed to blush at the motherly affection Aunt May doted over the young man.

To Shinji, the whole thing reminded him of the affection his own mother had once shown him before she died when he was only four years old. The warm smile, the motherly concern, the way she just worried about his health, it was like Aunt May was the mother he never had.

"Peter, are you alright now?" Mary Jane asked.

"Uh... yeah. I am. I just..." Shinji said.

"Just what?"

"She's so nice. I haven't... felt this loved in a long time." he stated.

Mary Jane looked at Peter as if concerned. While it was nice to see him smile, the tone of sadness in his voice left a nagging doubt in her mind. As if something wasn't right.

_It's like he's lost so many memories, but his personality is still intact. What could have happened to make him like this?_ Mary Jane thought as he leaned back in the couch, taking in the comfort of Aunt May's home. _Still... he does look happy. It's kinda rare to see him so serene like this._

Outside the house, the real Peter Parker was crawling around the exterior, unwilling to let his aunt and fiancée see him and this other 'him' at the same time.

_This is strange. This clone doesn't act like the other ones. He doesn't seem to have the memories that I do. It's weird, but it's like he's... a completely different person_. Peter thought as he continued to observe through the windows of the house.

Peter peered through the window and noticed his clone helping his Aunt do the dishes.

_He's completely honest, kind, helpful, hard working, and welcomes Aunt May's kindness... like it's something he's been denied. I don't think this is a normal clone._ Peter thought.

But what shocked him the most was when his clone pulled the older woman into a hug, his eyes filling with tears as a 'thank you' escaped his lips. Aunt May smiled as she hugged him back, then trying to dry his tears with a dry dishrag.

Peter watched as his clone volunteered to finish up the rest while Aunt May went back to talk to Mary Jane.

Suddenly, phone rang.

Out of impulse, Shinji answered it.

"Hello? Parker residence." Shinji said.

(_Shinji Ikari_.) A voice on the other side said.

Shinji gasped. Someone actually knew his name? And where he was?

Realizing that he was now in a different body, that of Peter Parker, Shinji wondered who could know who he really was.

"Y-Yes?" Shinji replied.

(_You need to leave the house. Right now._) The voice said.

"What? Why?"

(_I'll put this very simply: one of Peter Parker's enemies is heading towards the house right now. He is coming to find Peter and will hurt anyone else to get to him_.)

Shinji paled at this, not wanting other people to get hurt because of who he looked like. Especially someone like Aunt May who had been so kind to him. But it made him sad too; she had only been kind to him because he looked like her nephew.

Still...

"When will they get here?" he asked, not asking how this woman knew that.

(_In less than a minute_.)

"Thank you." he said, hanging up the phone and heading out. He was in such a hurry that he didn't get a chance to ask who it was that was warning him.

Outside, Peter looked confused at the scared look on his clones face. He moved around to the front of the house and saw Shinji hug his aunt and urged her upstairs. He then quickly moved to the front door and stepped outside with Mary Jane following.

"Peter! What's going on? You seem... upset." Mary Jane said from behind him.

"Mary Jane, please, go back inside." Shinji said.

"What? Why?" she asked.

"I... I can't explain. Just... I have to go somewhere and I need you to stay with Aunt May until... until I get back." he replied, a deadly serious tone in his voice.

"Peter, you're scaring me. Tell me what's wrong." Mary Jane said with a panicked look on her face.

Shinji looked down the sidewalk and noticed a tall, dark figure heading his way. A deep feeling of foreboding welling up inside him.

"Mary Jane, please. I need you to trust me. Please." Shinji said.

"Peter..." the redhead gasped.

"Just go back inside and wait for me." he pleaded.

Mary Jane looked at Peter with pleading eyes before nodding and reluctantly went back inside the house.

From the side of the house, the real Peter Parker watched, and gasped, as one Eddie Brock stepped up to the young man and smiled.

Shinji saw the well-built blond haired man approach and went out to meet him on the sidewalk.

"Looks like you've been waiting for me, Parker." Eddie said.

"You could say that." Shinji replied, trying to give the man no indication he wasn't the person he actually sought.

Brock then pulled out a cellphone and dialed a number. "Yeah. It's me. I found him. I'll bring him, if he doesn't give me any trouble." he said. "Right. See you soon." he hung up the phone and put it back into his pocket. "You're not going to give me any trouble, right? It would be a shame if I had to beat you silly in front of your aunt." he grinned.

Shinji didn't like that idea one bit.

"And with your need to keep up your secret identity, you wouldn't put up much of a fight. Not that you could beat me anyway." he grinned.

Shinji didn't need to think about that twice, though he wondered what secret identity the man was talking about.

"I won't give you trouble." Shinji said.

"Good boy. This way." he said as he gestured down the sidewalk.

Shinji turned and stared at the house one last time. It was obvious what this guy had in mind, but it was better him than the kindly old woman who had shown him such loving concern. Even if she thought he was her nephew.

_Goodbye, Aunt May. _Shinji thought as he walked away from the house.

Peter saw the solemn look in his eyes, the sadness, and then watched as he walked off with Brock. A real bad feeling welled up inside him as he quickly leaped back into his old room. Once there he changed into his Spider Man outfit while talking on his cellphone to his 'brother'.

"Ben? It's Peter! We've got a major situation. It involves our old friend Eddie Brock. Yeah real bad. Use the tracer to find me. I'll see you soon." Peter said as he leaped out the window.

Once Peter was gone, the door to his room opened up and Mary Jane looked inside to see the room was empty.

_What is going on here?_ Mary Jane thought._ I thought I saw Peter go out the front door and disappear. I go up to check on Aunt May and I hear Peter in his room. And now, his room is empty._

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Eventually Eddie brought Shinji to the warehouse at the docks.

"Here we are. Oops. Need to change into my costume." Brock said as his clothes shifted and morphed into an all black outfit with a long-tongued toothy monster-like head.

Shinji gasped as he stared at the nightmare monster before him.

"Why so surprised, Parker? You've seen the face of Venom before." Venom grinned. "What about your own clothes? I hope you brought a change, cause I didn't."

That same sense of foreboding welled up inside Shinji once again as he pulled off his clothes, his trenchcoat, pants and shoes, revealing the black costume. He fished his mask out of his coat pocket.

"Aww. I'm touched. Didn't know you were so nostalgic, Parker." Venom said.

It was only then that Shinji realized his outfit and Venom's outfit matched. A soft chill went up his spine as that realization hit. And if he was right about what was going to happen, it was seemingly appropriate.

"Let's go, boy. Don't want to keep the guests waiting." Venom said as he opened the door to the warehouse.

Slowly, Shinji walked inside, possibly towards his doom.

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Across the way atop the roof of another warehouse, two spider-clad heroes watched with interest as the other pair of dark-garbed spider-like figures vanished into the warehouse. One was dressed in a red and blue costume with black webbing patterns spread across the red of his costume. The other was dressed in a mostly red bodysuit with a lite blue sleeveless sweatshirt with a black spider symbol on his chest.

"You got here pretty quick." Spider Man said as Scarlet Spider arrived on the scene with him.

"Got a call there was trouble at this warehouse." Scarlet Spider said.

"Really? From who?"

"No idea. It sounded like a woman, but I'm not sure who exactly. Anyway, what's the situation?"

"One of Warren's clones got taken by Eddie Brock to this warehouse." he explained.

"I take it there's more to it than that." Scarlet Spider questioned.

"Yeah. He doesn't act like me, or you. It's like he's a completely different person. Anyway, Brock showed up and started leading him away. I thought something was wrong and called you as soon as I could get changed." Spider Man explained.

"Well, easy money Venom wasn't bringing him here for dinner." Scarlet Spider said.

"He'll be dinner if we don't do something."

"But we've got no idea what to expect in there. We don't even know what the other clone's story is."

"Wouldn't be the first time." the webslinger said as he fired a webline towards the warehouse.

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Inside the warehouse, the dark-garbed Shinji Ikari walked behind the psychotic symbiote known as Venom until they were in the middle of the warehouse. All around were hundreds of wooden boxes and crates stacked high like towers of blocks atop each other. A group of small cranes and trolleys were around the warehouse as well, obvious used to move the crates.

There was a large area in the middle of the warehouse which was cleared out. That was where Shinji and Venom stopped.

A fierce buzzing in Shinji's head suddenly went crazy.

"ARGH!" he gasped. _What's... what's going on?!_ He thought as he held his head.

He suddenly noticed about a dozen other strange, costume-clad individuals appear from the dark shadows of the warehouse, and surround them.

The first one he noticed was a short, slightly overweight man with brown hair, thick goggles over his eyes, and a green bodysuit. His most standout feature were the four mechanical tentacles that protruded from his body, like they were an extension of himself.

The second one was a skinny man in a green and yellow bodysuit, the yellow parts looking like they were cut into lightning bolt designs.

The third one was a guy in a brownish and yellow padded costume with thick-looking gauntlets on his arms.

The fourth was a large, muscular man in a thick gray bodysuit and a horn on his head. It made him look like a rhinoceros man.

The fifth was a much older man in a greenish, high-tech suit that covered his entire body, save for his face, equipt with wings on his arms, hand talons, and rocket thrusters on his back.

The sixth was a younger looking man in a greenish outfit, except that it had a long metallic tail with a jagged stinger-like object on the end of it.

The seventh was a man in a green shirt and brown pants with short curled brown hair. He seemed rather ordinary compared to the others, but Shinji sensed that he was more than he seemed.

The same went to the eighth man in the black shirt, blue jeans, and brown wavy hair. He too seemed rather ordinary, just like the man in the green shirt.

The ninth was a rather freakish looking guy in an orange and gray costume with a spooky mask over his face and a strange bat-shaped glider hovering behind him.

The tenth was an even stranger individual in a flashy green costume, pinkish cape, and a fish bowl where his head should have been.

The eleventh was apparently the only female of the group, with a shapely athletic body in a pinkish leotard-like outfit, long dark hair, and was armed with various knives and a gun in her hand.

The twelfth was a tough-looking man in a brown and black outfit wearing what looked like an animals pelt and carrying a variety of hunting weapons, like a knife and spear.

And number thirteen was the living nightmare who had brought him here in the first place.

As Shinji stared at the group he was sure he didn't know, strange images came to his mind. Names, as well as powers and abilities, made themselves known to him.

The man with the tentacles: Dr Octopus. The man with the lightning bolts on his body: Electro. The man in the brown outfit with the gauntlets: Shocker. The man who looked like a rhinoceros: Rhino. The man who looked like a bird: Vulture. The man with the tail: Scorpion. The man in the green shirt: Sandman. The man in the black shirt: Hydroman. The guy in the orange Halloween costume: Hobgoblin. The man with the fish bowl for a head: Mysterio. The woman: Delilah. The guy who looked like a hunter: Grim Hunter. And last but not least, the walking nightmare in black: Venom.

And he also knew that these super-powered villains wouldn't have assembled here together, and invited him, unless it was for a specific reason. And the first thing that came to his mind: death.

_His_ death.

"I suppose I don't need to ask why you brought me here." Shinji said to the group. _Whoa, where did that sarcastic remark come from? Sounds like something Misato would say. _

"I suppose you don't." Vulture said.

"But to appease you, dear boy, we are here for a single purpose." Dr Octopus said. "To destroy you."

"Nothing I can say to convince you to spare my life?" Shinji asked.

The group looked at each other, before laughing out loud.

"HO! That's a good one, webhead!" Rhino shouted.

"Let's get this over with!" Hobgoblin shouted as he pulled a pumpkin-shaped bomb from his belt.

The group surrounded Shinji, each of them readying their own individual weapons.

Dr Octopus spread his tentacles out around his body, looking ready to strike. Electro powered up the electricity in his fists. Shocker did the same thing, aiming his gauntlets at the webslinger. Rhino hunched down like a linebacker, looking ready to charge. Vulture was airborne, hovering over the group, along with Hobgoblin on his glider, to prevent him from gaining altitude in this fight. Scorpion arched his tail ready to strike as well. Sandman suddenly turned his arms into sand-made weapons (a spiked fist and hammer) and the lower part of his body into a mound of sand he was using to raise him body up higher than most of the others. Hydroman did the same thing, with his body turning into living water like Sandman did for his own. Mysterio seemed to surround himself with smoke but looked ready to strike as well. Delilah pulled her knives from her leg holsters, and crouched down ready to strike. Grim Hunter pulled his spear from his back and aimed it at him. And Venom was snarling and snapping his jaws, like a rabid animal.

Shinji stared at the group, and sighed.

_I don't want to die!_ Shinji gasped. _But... there's no way I can outfight these guys. They have me outnumbered, outgunned and surrounded. They're all here for the same reason... to kill me. Hmm. I wonder..._ "Alright!" he shouted. "Who's gets the first shot?"

At this, the group paused and stared at each other. That's when they all broke out talking.

"He's mine!" Electro shouted.

"No! I get first shot!" Shocker shouted.

"I'm gonna crush him and no one here will get in my way!" Rhino shouted.

"Neolithic Idiot! You haven't the right to demand that!" Dr Octopus shouted at Rhino.

"You'll get sand-blasted if you try!" Sandman also shouted at Rhino.

"The only one who gets the webslinger's head is me!" Venom shouted to the group.

"Back off, ugly! I'm gonna finish the webhead and there is nothing you can do to..." Delilah shouted.

"No one deserves the honor of eliminating him more than me!" Grim Hunter shouted.

"Why don't you go hunt some alley cats, you ridiculous..." Scorpion shouted at the hunter.

"I'll drown all of you if you don't shut it!" Hydroman shouted.

_Guess Kensuke's comic books were right._ Shinji thought as he started to back away from the group.

However, while the group was arguing over who had priority, Shinji was trying to get his black-clad rear end away from the group. He had managed to slink back into the shadows and was half-way to the door, when that same buzzing from before came back, jarring him to the right as a spear slammed into the crate right near his head.

"Going somewhere, filthy arachnid?" Grim Hunter asked as he and the rest of the villains had stopped arguing and were now surrounding the dark-garbed webslinger.

_Well, it was a good plan._ Shinji thought as the group moved in.

"And now, we're going to..." Dr Octopus growled right before the skylight exploded open and two figures dropped down into the warehouse, directly onto Vulture and Mysterio, knocking them cold.

"What the..." Sandman gasped.

"Who are..." Electro gasped.

"Where did they..." Hobgoblin gasped.

The group of villains, and Shinji, gasped as both Spider Man and the Scarlet Spider stood up straight atop the bodies of two of their pseudo-allies.

"WHAT THE..." Scorpion gasped in shock.

"TWO More Spider Guys?" Delilah gasped.

"I thought you were bringing us the _real_ Spider Man!" Dr Octopus shouted to Venom.

"I thought I did!" Venom snarled.

"Who are you?" Shinji asked the two webslingers.

"Your back-up!" Spider Man said.

"You shouldn't be here!" Shinji said.

"Kinda late for that, Dark Spider." Scarlet Spider said.

"Dark Spider?" he asked, confused.

"It kinda fits." Spider Man said.

"And I hope you're up for this, because I don't think these guys are going to let us just walk out of here." Scarlet Spider said.

"What do you..."

"GET THEM!" Venom shouted.

The eleven villains lunged at the trio of spider heroes before they had a chance to escape.

"Split up! Don't give them a large target!" Spider Man shouted, jumping left to avoid Scorpion's tail and Dr Octopus's mechanical arms.

"Easy for you to say! We've all got large spiders on our chests!" Scarlet Spider shouted as he jumped right, avoiding Electro's and Shocker's electrical blasts.

_I mustn't run away, I mustn't run away, I mustn't run away!_ Shinji thought as his body kicked into overdrive to avoid Delilah's gun blast and Hobgoblin's pumpkin bomb.

Spider Man dodged Scorpion's tail, grabbing it in mid-air and landing, then cracking the tail to lift the villain into the air and toss him into Dr Octopus, their heads colliding with each other.

Scarlet Spider leaped out of the path of both Sandman and Hydroman, slipping between them as they collided with each other in an attempt to stop the crimson arachnid from escaping. But before they could untangle themselves, Scarlet Spider quickly kicked Electro into them both, which caused the combination of water and electricity, as well as silicon, to explode into unconsciousness.

Rhino tried to run down Spider Man while Delilah attacked Scarlet Spider.

Stunned by what was happening, Shinji was easy prey for Venom, who punched him hard into the wall.

"Pay attention, third spider." the symbiote villain shouted as he advanced towards the webslinger. "I don't know who you are, and I don't really care! You may look like him, but there's an obvious difference!" he said, looming over the slightly stunned webslinger.

"Yeah, I know." Shinji said as he struggled to get back up, his hands instinctively forming into the web-shooting gesture that Spider Man and Scarlet Spider usually make. His hands rose up and fired a thick string of webbing that globed up Venom's face, but also globed up Grim Hunter's head, who was behind the symbiote. "What the... when did I..."

"What? Didn't know about your web-shooters?" Scarlet Spider asked as he dodged Delilah's blades.

"No. I didn't." Shinji gasped as Venom pulled on the webbing before attacking.

Venom punched a momentarily stunned Shinji hard in his face and then chest, sending him flying through the air and knocking Hobgoblin off his glider. The pair slammed into a group of heavy crates as they came down.

"Ohhhh..." Shinji groaned as he stumbled out of the wreckage. He looked down and noticed that Hobgoblin was unconscious. _Broke my fall. Hope he's not hurt too bad._

"Get ready to die, you dark-garbed imposter!" Venom shouted as he leaped into the air at Shinji.

In a panic, Shinji started hurling anything he could get his hands on, which consisted of the pieces of the crates he had slammed in to. However, he accidentally grabbed one of Hobgoblin's pumpkin bombs and hurled it at Venom. The symbiotic psycho couldn't avoid the incendiary weapon in time, the resulting fire and concussion blast knocking him unconscious.

"Whoa. Did I do that?" Shinji asked as Shocker came up behind him to blast him.

Hearing someone behind him, Shinji spun around quickly and, as if by instinct, threw his hands forward and sprayed more webbing at Shocker's gauntlets, webbing them up tightly, then the rest of his arms and then his feet, before Grim Hunter and Delilah rushed him from behind.

"Look out!" Scarlet Spider shouted as he leaped into the air and shot a ball of webbing at Delilah, striking her in the back and causing the ball to expand and wrap all over her shapely body.

The second he heard the other spider-hero shout, Shinji spun around and fired his webbing directly into Grim Hunter's face and body, disorienting him and causing him to fall to the ground, where the sticky webbing held him fast to the floor.

"Whoa!" Shinji gasped as he stopped firing his webbing.

"You alright, kid?" Scarlet Spider asked as he came over to where Shinji was.

"Uh... yeah. How are you?" Shinji asked as he stabilized himself.

"Fine. I think that's everyone, except for..."

"Hey, guys? A little help here!" Spider Man shouted as he leaped into the air and dodged Rhino as he came rampaging past the webslinger.

"How can we stop him? He's too strong!" Shinji asked, feeling the ground shake as he ran.

"Don't know. Last time we stopped him was with a massive jolt of electricity. Maybe if we had some kind of knockout gas or..."

"I think we do!" Shinji gasped as he ran over to where Hobgoblin still lay and grabbed one of the bombs from his belt.

Spider Man leaped over Rhino once again as he thundered through the warehouse. The second he did, Rhino saw the dark-garbed figure leap in front of him and hurl something directly at his face. Since he was like a human tank he didn't think anything of the bomb that he saw Dark Spider hurl at him. However, once the bomb exploded, the vapors he inhaled caused him to become groggy and tired. Too late he realized that the weapon was a knockout gas bomb. He slammed face-first into the ground as Spider Man came over to them.

"Nice one. But how did you know which of those bombs was the knockout gas?" Spider Man asked Shinji.

"I... don't know. I just grabbed one." Shinji said.

"Dumb luck it looks like." Scarlet Spider said.

"Guess so." Spider Man said.

Just then the sound of sirens could be heard in the distance.

"Uh-oh. The boys in blue. We'd better vamoose!" Spider Man said.

Within seconds the police had arrived and were rounding up the thirteen supervillains. None of them saw the trio of spider-heroes leaping away into the night as more heavily armed cops and transports arrived.

Eventually, back in the city, the web-slingers finally stopped to talk.

A new sense of foreboding rose up in Shinji when Spider Man said to him: "Alright, buddy. We need to talk."

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Author's Notes:

Hope everyone liked this second chapter of my Spider Man crossover story.

I pretty much threw Shinji off a big cliff, introducing him to not only Spider Man and Scarlet Spider, but confronting him with 13 of the webslingers deadliest enemies.

I know, it was a little much, but I couldn't resist. I thought 'Maybe I should have Shinji face off against the Sinister Six' which basically consisted of Dr Octopus, Vulture, Scorpion, Electro, Mysterio and Sandman. Then again the 'Sinister Six' roster seems to change a lot, so I just threw in some of Spider Man's deadliest enemies together, and ended up with 13 total, and put them into a major brawl with Peter and Ben at the end.

I suppose I could have added more heroes to the mix, but there was a problem with trying to figure out how to get them there.

There will be more heroes showing up later.

And did anyone guess who the person was calling Shinji and Ben?

And just so everyone knows, this is going to be a Shinji/Black Cat pairing, as the reviews I got thus far wanted her.

Leave me a review if you feel so inclined before moving on.


	3. Rise Of A Hero

_**THE THIRD SPIDER  
**_by Gunman

Disclaimer: I do not own Eva or Spider Man.

Summary: Shinji explains his situation to the pair of spider heroes, who think he's a little crazy, until he proves his heroism by battling a deadly gang of villains.

Authors Notes: Also, before I get started, I want to thank the person who sent me the information on Janissary and The Death Squad, as well as several other Marvel Universe villains, to use in this story and future chapters. But I seem to have lost your email address. Send me a message if you have any other ideas I can use. Thanks again.

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Chapter 3  
**Rise Of A Hero**

Shinji Ikari, a.k.a. Dark Spider, just stared at the pair of webslinging heroes with apprehension as they stared back at him.

"Okay, we'll start simple." Scarlet Spider said.

"Who are you? What do you know? When did you wake up? Where did you get that costume? Why did you go to the Parker residence? How did you know Venom was coming to get you?" Spider Man started shooting off questions.

"Oh, yeah. Simple." Scarlet Spider groaned as he put his hands over his face.

"Uh... my name is Shinji Ikari, and I'm... well, I don't think I'm from here." Dark Spider said.

The pair looked at each other before turning back to their new little brother.

"Really." Scarlet Spider said, stating it more than asking.

"Yes." Dark Spider said.

"So you're from Japan?" Spider Man asked.

"Yes. Tokyo-3, Japan."

"Never heard of it." Scarlet Spider asked.

"Uh... okay, silly question: what year is it in Tokyo-3?" Spider Man asked.

"2015." Dark Spider said.

The pair looked at each other again. If they hadn't been wearing masks Shinji could have seen their eyes widen.

"Uh... can we see your face?" Scarlet Spider asked.

"What would be the point of that? We already know what he looks like." Spider Man said.

"I just want to see something." the crimson arachnid said.

Shinji was hesitant, but slowly peeled the black mask from his face but not completely off his head.

Scarlet Spider stepped forward and stared into Shinji's eyes for several seconds.

"He looks just like us." Spider Man said. "So, what's with the staring-eye contest?"

"He might be a clone, but he doesn't act like it. There is something different about him, and you know that too." Scarlet Spider said as he stepped back from Shinji. "The eyes always know."

"I'm a clone?" Dark Spider asked as he pulled his mask back over his face. "Of you?"

"Me, actually." Spider Man said. "Long story." _And we're gonna need more on that later._ "Shinji, what's the last thing you remember before you... woke up in this body?" he asked.

"I was inside Unit 01 when it was swallowed up by the Twelfth Angel. Everything went black, and then... I woke up... like this." he said, pointing to his new body.

"Unit 01?" Scarlet Spider asked.

"Twelfth Angel?" Spider Man asked.

"Unit 01 is my robot." Dark Spider said.

"Robot?" Scarlet Spider asked.

"Yes. I'm a robot pilot." Dark Spider said.

"You pilot robots? Giant robots?" Spider Man asked.

"Yes." Dark Spider nodded.

"Okay, you need to start over... from the beginning." Spider Man said.

Shinji sighed as he took a deep breath and decided to give them exactly what they wanted.

"My name is Shinji Ikari. I'm 14 years old and I'm the pilot of a giant robot called the Evangelion, Unit 01 to be specific. The Eva's were created by a top-secret agency called NERV for the purpose of fighting The Angels, a group of giant monsters who are trying to destroy Earth for some reason. The year I come from is 2015, but in the year 2000, a being called an Angel was discovered in Antarctica. It destroyed the pole in a massive explosion, killing off half the world's population with massive flooding and earthquakes.

"Fifteen years later a new group of Angels attack Earth, and the NERV agency was the only one capable of dealing with them. I arrived the same day the first of these new Angels attacked, and was forced to pilot a giant robot I didn't know existed. I nearly died in my first battle, but... I somehow survived. So far we've defeated...nine of them? I think that's right." he said, counting on his fingers from the Third Angel to the Eleventh. "But... when this new Angel arrived... it swallowed me and Unit 01 up, like... like it was quicksand, or tar. I was trapped in my Eva for hours... and... I must have blacked out. The next thing I knew... I was here. In this new body. Which has the same powers as you do."

"Yeah. Including built-in web-shooters." Scarlet Spider said as he pulled back Dark Spider's left glove to examine his arm.

"Organic web-shooters. Guess Warren was trying to improve on the original." Spider Man said, eyeing the strange discoloration on the inside of the arm just below the wrist itself.

"That's more than a little gross to me." Scarlet Spider said as he let the arm go.

"To you? I'm the one who has it." Dark Spider said as he was now staring at the strange discolored bulge on his arm. He pulled off his other glove to see that he had one on his right arm as well.

"But lucky for Shinji. If he hadn't had them, Venom and the others would have killed him. They saved his life. And... we don't have to build a new set for him." Scarlet Spider said.

"The only reason we'd have to build a set for him... is if he was actually going to do what we do." Spider Man said.

"Well... he's got the same powers as we do. With an... upgrade or two. With Great Power Comes Great Responsibility. Remember?" he asked.

"Yeah, I remember." Spider Man groaned.

"With Great Power Comes Great Responsibility? What book is that from?" Dark Spider asked.

"It's not from a book. It's from a man. My..." Spider Man started to say, only to be interrupted.

"Uncle Ben." Dark Spider suddenly said.

"You know!" Spider Man gasped, hoping no one around him heard anything.

"I... didn't. But I... I just... somehow knew it." Dark Spider said.

"You knew it because the body you now have was cloned from Spider Man himself." Scarlet Spider said.

"You mean... Peter Parker." Dark Spider said.

"Mary Jane and Aunt May told you." Spider Man said.

"It was kinda hard for them not to." he replied.

"Right. So... what do we do now?" he asked.

"About what?" Scarlet Spider asked.

"About him!" Spider Man said, pointing to the dark-garbed clone.

"Well... we could always... use him." Scarlet Spider said, tentatively.

"Use him?" Spider Man asked.

Shinji wasn't really liking the sound of that.

"What do you mean, 'use him'?" the webslinger asked again.

"Well, we could use the help. An extra spider-hero around and all. I mean... a little training, a tour of the city, and... who knows?" Scarlet Spider said.

Spider Man stared at his clone, which was strange when you realized he was actually a 14 year old Japanese teenager.

_I wasn't much younger than him when I started out._ Spider Man thought. _Not even in High School and he's piloting giant robots to fight giant monsters. I don't think he's making this up. The details are too specific. And now he's here in our world and... in a body that looks like mine._

"Shinji... what was your childhood like? I mean... what are your parents like?" Spider Man asked.

Dark Spider hung his head as he thought back to that. "Well, I... my mother died when I was four years old and my father, the head of the NERV organization, sent me away to live with a teacher after she died. He called me back about ten years later so that I could pilot his giant robot for him. We... don't talk much." he said sadly.

_Whoa! His life is almost like mine! _Spider Man thought. "Okay, we'll take him to Reed Richards." Spider Man decided.

"Reed Richards?" Dark Spider asked.

"Pretty much the smartest man on the planet. If there's any truth to what you're saying, Reed will be able to tell us how it's possible." Scarlet Spider said. "Maybe even get you back."

"Get me back? Really?" he asked.

"Yeah. I'm pretty sure he'll find this fascinating. A 14-year old Japanese boy from a future that hasn't happened yet, merged inside a clone body that was created by one of my deadliest enemies." Spider Man explained.

"Maybe we should contact Dr Strange and Professor X too?" Scarlet Spider asked.

"Hmm. That might be..."

Suddenly, a fierce buzzing sounded off inside the head of each web-slinger.

"WHOA!" the trio suddenly gasped in unison.

"What's going on?" Dark Spider asked as he held his head. "That buzzing is back!"

"Our Spider-Senses Are Tingling!" Spider Man said.

"Spider-Sense?" Dark Spider asked.

"It's like a built-in danger-warning instrument. We all have it." Scarlet Spider said.

"I kept wondering what that was all about." he said.

Suddenly, a large craft, like a heavily modified high-tech jet-plane, exploded through the air, sailing over the rooftops like a speedboat skimming the ocean waves. It flew up towards a high-rise hotel and came to a rest on the roof.

The second it did, gunfire was immediately heard.

"I think Reed's gonna have to wait." Spider Man said.

"I guess so. But what about him?" Scarlet Spider asked, thumbing his finger at Shinji.

"It's his choice. He can come with us or stay here till we get back. Besides, does he even know how to web-swing?" Spider Man asked as both he and Scarlet Spider leapt off the roof towards the taller building.

Shinji walked over to the edge of the roof and looked down. He gulped deeply in his throat, obvious nervousness in his mind. But when another explosion was heard, and the sound of a woman's scream caught his attention once again, Shinji's mind was made up.

Stretching out his arm, his middle and ring finger bent backwards, pushing into his palm, causing a long thread of webbing to fire from his bottom of his wrist, through the air and striking a nearby building.

Leaping on the ledge, Shinji leaped off the building roof and into the night.

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"Alright people! Let's not having any fussing." the apparent leader of the group said. "It'll only take a few minutes for us to do what we need to do, and then we'll be gone."

The large group of high-society partygoers looked over at the man with the very large machine gun who was leading the group of well-armed mercenaries who had just crashed their party.

His name was Firefight. He was an athletic blond-haired man, which was proven by his arms being exposed as he only wore a green vest with numerous pockets, with a large, high-tech machine gun practically attached to his right arm, a shotgun in his left. On his back was a strange pack that appeared to supply ammo to his machine gun, a red-lense optical goggle draped over his face covered his right eye, while his left one was exposed.

Hovering above him was Airborne, a woman who looked like a human fighter jet equipt with rocket pack, helmet, mini-missiles on her pack and a pair of wrist-mounted machine guns.

Just behind Firefight was Boobytrap, a man who was dressed in all black with goggles and a silver/steel colored belt that formed an X across his chest, and was filled with all kinds of devices and traps, such as hand-thrown land mines and glue-bombs. His hair was exposed revealing it to be brown.

To Firefight's left stood Rocket Launcher, the largest and most muscular of the group, who looked like a walking arsenal of weapons. He was equipt with all kinds of rockets, missiles and explosives on his person. He had dark blondish hair in a crew-cut, and dark eyes.

Just behind Rocket Launcher was Smokescreen, the secondary woman on the team who used all kinds of devices to scramble and baffle the senses. She carried blackout bombs to generate darkness, special devices to block infrared and flouroscopic scanners, and was even armed with grenades that releases foil into the air to disrupt laser target locks. Another special cloaking device rendered her invisible. Her primary weapon was an UZI she carried, and she was tightly dressed so you couldn't see her hair or eye color.

Rounding out this odd group was called Janissary, who was apparently brought in as additional muscle. He was dressed in a black padded suit under a high-tech silver and metallic blue armor plating, a matching helmet with red-lenses, and the lower half of his face exposed to reveal he hadn't shaved in a while. He was equipt with Mark VII rapid-fire repeaters, which fire energy blasts from his backpack and hip units; the Zedlander-8 Neurotox grenade, which releases a hellishly green gas able to incapacitate others; the Futuria-99 Netspray, a gun which can fire/eject a net able to contain others; other special devices courtesy of Revengeware, and the Painmaster Model 26, able to subject its target to excruciating agony using modified electrical energy.

With the exception of Janissary himself, the group was known as Death Squad.

And right now, they were face-to-face with perhaps the most important person in the country.

"What do you want?" the President of the United States said, looking out of the corner of his eye to see his now dead security detail lying at his feet.

"Actually, Mr President, we're here for you." Firefight said.

"And your little friend there." Boobytrap said.

The man paled when he looked over to the female Japanese ambassador.

_The treaty!_ The President thought.

The new peace/trade/political treaty that they were here to sign tonight would strengthen relations between the two countries, who at this point had undergone a variety of unofficial, verbal truces. This new one would put an end to numerous common threats, such as big businesses and various criminal organizations trying to take advantage of the strained relationship the two nations had.

Which meant that these hired mercenaries could have been sent by anyone.

Off to the side, an attractive and shapely woman with long platinum blond hair wearing a black evening dress was scowling.

_Damn it! This is bad. _The woman thought._ Even if I had my Black Cat outfit, I'd be outnumbered, outgunned, outmaneuvered, and they're wearing body armor to boot. Even if I could slip out to change into my costume, the president and the ambassador would be dead before I got back. Where's a superhero when you need one? _

Just then, right as the high-tech mercenaries aimed their guns at the president, the skylight exploded inward as a trio of figures flew into the large ballroom.

The first was a man in a red and blue costume with a black spider symbol on his chest. The second was a man in a mostly red and light blue sleeveless sweatshirt with a black spider symbol on the chest. The third was a man in an all-black costume with a white spider symbol on his chest.

The trio landed right between the two political figures and the high-tech mercs.

"What the..." Boobytrap gasped.

"Who are..." Airborne gasped.

"Hello, we're from the Daily Bugle and we're here collecting for your delinquent account." Spider Man quipped.

"Oh come on! I paid that already!" Janissary shouted.

The other members of Death Squad sweat-dropped as they looked at the man.

"What?" Janissary asked.

"Get Them!" Firefight shouted.

Spider Man leapt a Firefight and knocked him back into Rocket Launcher with his feet. Firefight losing his shotgun in the process.

Scarlet Spider leapt at Boobytrap and shot webbing into his face while Janissary tried to shoot him.

Dark Spider leapt between Airborne and Smokescreen who tried to shoot him, only to end up shooting each other. It was fortunate they were both wearing body armor.

"Watch where you're shooting!" Smokescreen shouted.

"Well why didn't you move?" Airborne shouted back.

Dark Spider tried to web up Airborne, only to snag her rocket pack as the woman took off around the room, taking Dark Spider with her.

"WHOOOOOOOA!" Dark Spider shouted as he was drug all through the air.

"Airborne! Pull him back this way! I'll take him out as you come around!" Smokescreen said into her communicator.

"Coming your way!" Airborne shouted.

However, as Airborne drug the webslinger around like a ragdoll, the webline snapped and caused him to flail wildly through the air, slightly off-course from the path Smokescreen was aiming, and crash hard into Smokescreen who was unable to get a bead on him.

WHAM!

"Ohhhh... that hurt!" Dark Spider groaned as he struggled to get back up, noticing the unconscious woman now on the floor. _Again with breaking my fall._ He thought.

"You bastard! You hurt Smokescreen!" Airborne shouted, hovering in mid-air with her guns trained on him.

"Me? You were driving!" Dark Spider snapped back.

"You're dead!" she shouted as she aimed her guns at him.

CRACK!

Dark Spider looked over in shock as a thick wooden chair slammed into the back of Airborne's head, breaking into several pieces. The person who threw it: an attractive woman with platinum blond hair. The problem: Airborne was wearing a helmet.

"Did you... did you just hit me with a chair?" Airborne asked the woman.

"Uh... yes." she said.

"I'm wearing a helmet! What was the point of that?"

"Distraction." she said with a smirk.

"Distract–Ack!" she shouted as webbing suddenly engulfed her from behind, snuffing her rocket pack, wrapping up her arms and legs, and dropping her onto the floor. "Ah! Damn it!"

"Alright, you... just stay put." Dark Spider said as he completely covered the woman in webbing. He then turned to the platinum blond woman. "And... thank you for... hitting her with that chair." he said as she smiled at him.

"You're welcome. I'm Felicia Hardy, by the way." she said with a smile.

"Thank you, Felicia-san. I'm..." he said before pausing, remembering the importance of maintaining his secret identity. (Though for some reason it seemed rather moot) "I'm Dark Spider." he said, before turning back to his two partners. "Uh, excuse me." he said and then jumped back into the fray.

"Sure thing." Felicia Hardy replied. _Felicia-SAN? He Japanese or something? _

Spider Man was dodging Rocket Launcher's missiles as he web-swung around the large room while Scarlet Spider was dodging the energy blasts of Janissary on the ground. Boobytrap was unconscious and webbed up, and Firefight was making a move on the president and the ambassador.

"I'm ending this right now!" Firefight shouted as he hefted his large machine gun towards the pair he had originally come for.

Suddenly, a dark-garbed figure collided with him from behind, knocking him to the ground and then springing back onto his feet.

_I can't believe how quick and agile I am. The power this body possesses... it's kinda scary._ Shinji thought as he turned to face Firefight.

"You're not gonna stop me, you wall-crawling goon!" Firefight shouted.

"I can try!" Dark Spider shouted.

"Then tell me this: can you protect four people at the same time?"

Dark Spider looked back to see two sets of people. Off to his left side was the president and the ambassador by the main table. Off to his right side, were two teenagers.

"No! My daughter!" The president shouted.

"My son!" The ambassador shouted.

_Their children?_ Dark Spider gasped as he turned his attention back to Firefight.

"You know what... I think I'll send a bigger message to the world... by cutting down the next generation of politicians!" Firefight said as he aimed the machine gun back at the teens.

"NO!" Dark Spider shouted as he quickly dove towards Firefight, who turned his machine gun on the webslinger.

Fortunately he was down to only three bullets. Unfortunately he succeeded in hitting Dark Spider in the chest as he flew towards him in an attempt to stop him.

"Throwing yourself in harms way to protect the innocent. You're a true hero." Firefight grinned as Dark Spider crashed into the ground, but then he realized something. "Damn it! Out of ammo!" he groaned as he pulled out his back-up handgun to aim it at the president and the ambassador.

But before he could do anything, he was tackled by three newly arrived back-up members of the Secret Service.

Dark Spider was lying on the ground, bleeding and half-conscious as he was suddenly approached by a man with a buzz-cut and small mustache.

"And now to find out who is behind this mask!" Daily Bugle newspaper editor and owner J. Jonah Jameson grinned as he reached for Dark Spider's mask. "Maybe a clue to who Spider Man really is."

He suddenly stopped when he heard the triple click of gun hammers and looked up to see three other Secret Service agents aiming their guns at him.

"Step Away From That Man, Right Now!" one of the agents said.

"Excuse me?" Jameson gasped.

"I'm not going to repeat myself! Back Off!" the agent said.

"Not until I unmask this menace!" Jameson said defiantly, not moving.

"Step Away Or We Will Fire!" a second agent shouted.

"Under whose authority?" he asked.

"Mine!" the president said as he stepped forward, his daughter right behind him. "Get an ambulance in here, on the double!" he ordered one of his men.

"Yes, sir!" another agent said and tapped on his earpiece.

"What are you doing? This man is a menace!" Jameson shouted at the president.

"If he were truly a menace he wouldn't have taken three bullets to save my daughters life." the president said.

"Nor the life of my son." the Japanese ambassador said, her own son behind her.

"It's just a ploy!" Jameson shouted. "The man's a menace just like his cronies, and I'll unmask him!"

"You'll die before you get the chance, Jameson!" the president said.

"Are you threatening me?" the editor asked.

"A threat I fully intend to carry out to protect the identity of the man who saved my daughter's life."

"And abandoned you and the ambassador!" Jameson spat.

"Which is what we would have done in his place." the ambassador stated.

"Without hesitation." the president said.

"I'm glad I didn't vote for you." Jameson mumbled under his breath.

Just then, Spider Man and Scarlet Spider arrived. The latter picked up Dark Spider and headed out.

"Don't worry, Mr President. We've got him." Spider Man said.

"Where are you taking him?" the president asked. "He needs medical attention."

"And he'll get it. From the best doctor in the world!" Scarlet Spider said as he leapt out the window.

"Who?" the ambassador asked.

"Reed Richards!" Spider Man said, before he too leapt out of the window and into the night leaving a stunned president and his entourage, but also a fuming newspaper editor/owner and an ever curious ex-cat burglar, behind.

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"Gentlemen, thank you for coming so quickly." Reed Richards said to his friends.

"Don't mention it, Reed." Dr Strange said.

"It was fortunate that we were already here in New York." Professor X said.

"And had a professional doctor on call." Reed said as Cecilia Reyes dropped the last bullet into the metal pan next to the bed.

Reed Richards was a tall and slim man dressed in a blue costume with a '4' on the chest. He had brown hair with white trim around the ears, and brown eyes. As a member of the world-famous Fantastic Four he possessed the power to stretch his elastic-body to incredible lengths.

Dr Cecilia Reyes was a young African-American woman with dark brown hair and eyes. She was also a fully trained doctor who possessed the mutant power to create a bio-force field around her body that could withstand just about anything. She was dressed in a blue and yellow costume that the X-Men usually used for their regular costumes, which were missing sleeves, but not gloves.

The other members of the group were Dr Stephen Strange, a former surgeon who was currently the Sorcerer Supreme of Earth, possessing incredible mystical powers. He was as old as Reed, with jet black hair and white high-lights over his ears, dressed in a blue magicians outfit with yellow gloves and a flowing red cape.

Next up was Professor Charles Xavier, founder of the X-Men and the most powerful telepath on Earth. He was a 50-ish bald man confined to a special hover chair due to an incident some years ago that rendered his legs useless.

The other members of the Fantastic Four, not including team leader Reed Richards, was Sue Richards, the Invisible Woman, a beautiful, shapely and athletic blond-haired, blue-eyed woman who could turn herself invisible and create virtually indestructible force fields with her mind. Then there was Johnny Storm, Sue's twin brother who had the ability to ignite his entire body into flames, enabling him to fly and shoot fire balls. He was nick-named The Human Torch. Rounding out this team was the large, rock-bodied hero named Ben Grimm, a.k.a. The Thing, who was a trained astronaut pilot and the muscle of the world-famous Fantastic Four.

For Xavier's X-Men team were Scott Summers, a.k.a. Cyclops, for his ability to project powerful concussion-force energy beams from his eyes, forcing him to constantly wear a special visor to keep from destroying everything he looked at. He had brown hair and was dressed in a blue costume with yellow boots and gloves, with an 'X' symbol on his belt. Next to him stood Jean Grey, a.k.a. Phoenix the super telekinetic, who had long red-hair and green eyes, dressed in a form-hugging green outfit that revealed every curve of her shapely body, complete with yellow gloves and boots, a sash around her waist and a bird-symbol on her chest.

The final member of this group was James 'Logan' Howlette, a.k.a. Wolverine, a Canadian-borne mutant who possessed the power of self-regeneration. This also made his age impossible to determine. However, what earned him his namesake were the razor-sharp claws that protruded from his hands. And like his entire skeleton the claws were made of the indestructible metal called Adamantium. He had spiky black hair and brown eyes and was dressed in a yellow and blue costume with black 'claw' mark over his chest and legs.

Cecilia Reyes was a member of the X-Men due mostly to her mutant powers, and often resented it at times. Nevertheless, when Reed Richards had called the X-Men, specifically looking for her, she couldn't resist coming to help. Reed had called her mostly because he needed a medical doctor who would keep Dark Spider's secret.

After digging out the three bullets from his chest, Cecilia was able to effectively patch and bandage the wounds. It was to her great relief that Dark Spider was stronger than he looked, otherwise he would have been dead before she had gotten to him.

It was during her delicate operation that the group of heroes started talking.

"Didn't know you guys were recruiting." Johnny 'Human Torch' Storm said to Spider Man.

"And you won't believe from where." the webslinger replied to his fiery friend.

"So... let me understand this: he is a clone, but not a clone." Dr Strange asked.

"Yes. His body is a clone of me, but his soul is... different." Spider Man said.

"He says his name is Shinji Ikari, a 14-year old Japanese teenager from a place called Tokyo-3, in the year 2015." Scarlet Spider explained.

The assembled heroes stared at the pair in mild shock. Sure they had experienced strange things in their day, but having it happen to a child was something else.

"The problem is... we kinda believe him, but we don't know how this happened." Spider Man said.

"Hmm. Interesting." Professor X mused.

"Alright, people!" Cecilia Reyes said as she approached the group, removing the latex gloves she had used to preform the surgery of Dark Spider. "I've removed the bullets and patched the wounds. I also put his mask back over his face to preserve his identity. He's resting now, so whatever you need to do, try not to disturb him." she instructed.

"Not to worry Dr Reyes." Reed said. "We just need to run a few simple tests."

While the trio of experts ran their own individual analyses, the heroes hung back and patiently waited for the results.

Reed did a complete DNA profile, using Spider Man's and Scarlet Spider's DNA as a basis. Dr Strange did an Aura-reading to get a better idea as to where he had come from. And Professor X used his telepathy to read the boys mind.

Within a few minutes they were done, and what they all found was shocking.

"Incredible!" Dr Strange gasped as he came out of his meditation.

"Impossible!" Professor X gasped as he 'awoke' from his trance.

"Inconceivable!" Reed gasped as he read the data that came out of the computer.

"I just love the way they talk, don't you?" Spider Man asked.

"So, what did you find out?" Sue Richards asked her husband and his friends.

"To start with: Spider Man is correct. His name is Shinji Ikari. He is a 14 year old Japanese teenager. And he is from a place called Tokyo-3 in the year 2015." Professor X confirmed. "He is a robot pilot apparently from an alternate universe. Though somewhat reluctantly, I might add. I've never seen such disparaging thoughts in someone so young. The pain he has endured, is more than any of my students have faced at his age. The last thoughts he had of his world he was swallowed by a shadow-like creature and somehow ended up here in our world... in this new body."

"I have read the boy's aura, which confirms that he is from an alternate dimension. There is a slight variance in the energy signature he puts out as opposed to the ones we possess." Dr Strange said. "That aside, I have seen the world in which he comes from, and I am shocked at what he has been through. Such pain and sorrow. I can also confirm that he was pulled through a shadow-like creature that somehow brought him to our dimension, where he was merged with a clone body of Spider Man when he arrived in our world."

"His DNA profile shows clear signs of two different biological signatures having apparently merged into one. It's fascinating! Usually a biological merger of this degree would have unusual side effects such as ambient mutation that would create..." Reed said before he was interrupted.

"REED!" Sue shouted, stopping him from his usual scientific ramblings.

"Sorry, dear." Reed said, clearing his throat. "Anyway, based on what Spider Man and Scarlet Spider have told me, and what both Dr Strange and Professor X have revealed, its possible that when Shinji came through this dimensional portal, created by this shadow-creature, it somehow overlaid onto the cloning tank in which this body was originally found. As a result when his body literally materialized inside of the body of this Spider Man-Clone, the DNA profiles were merged together, which shows that this body clearly has remarkable adaptability as well as being able to biologically incorporate a new set of DNA. Organs, blood, muscle tissue, body mass in general, all integrated into a fully functioning individual."

"My heads hurting from all this." Johnny Storm said as he held his forehead.

"I hear ya, kid." Ben Grimm said with a groan.

"That's awfully simplistic, isn't it Reed?" Spider Man asked.

"You call that simple?" Wolverine asked the webslinger.

"Perhaps, but maybe we can get some better answers... when Shinji takes us to see the tank he was found in." Reed said.

"That will happen AFTER he wakes up, Reed." Sue exclaimed as she ushered everyone out of the room so the boy could get some sleep.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

Because Shinji was unconscious, his more recent thoughts were unable to be accessed. Meaning that Professor X couldn't just look into his mind and locate the cloning tank Shinji had emerged from. The same could be said for Dr Strange trying to read his aura to locate the tank as well.

So while the group waited for Shinji to recover, they settled down in the living room to make a plan and compare notes.

"So... even though he had no previous experience in how to be you... he knows how to web-sling and everything?" Cyclops asked as the group enjoyed a few refreshments that some of Reed's robots brought out to them.

"Yeah. He even has organic web-shooters in his wrists." Scarlet Spider said as he bit into another cookie.

"Which is kinda gross when you think about it." Cecilia Reyes mumbled, trying not to think about it as she took another sip of her coffee.

"The only thing I can think of is... maybe he got some of my memories from the clone. Like it's..." Spider Man said.

"Instinct or second nature." Reed said as he continued to stare at the hand-held monitor that had the boys DNA profile from the blood samples he had taken, both from Shinji and Spider Man.

"Exactly." Spider Man said.

"Guess that'll make things easier for him." Phoenix said. "Bad enough being trapped in an alternate dimension away from home, but to have to learn a completely new set of skills, would be somewhat daunting."

"But... if he has your memories... does that mean he knows who you are?" Johnny Storm asked.

"Yeah." Scarlet Spider said, wondering where he was going with this.

"So... we can ask him who you are, right?"

Spider Man and Scarlet Spider just stared at the fiery hero. Their stare's were joined by Professor X, Phoenix, Cyclops, Wolverine, Cecilia Reyes, Dr Strange, Mr Fantastic, The Invisible Woman and The Thing.

"What?!" Johnny gasped, shrinking under their piercing gazes.

Just then, a soft tapping on the window redirected everyone's attention. On the other side of the glass a shapely and athletic woman was hanging by a thin wire attached to a grappling hook. She was dressed in a form-fitting black spandex outfit that left nothing to the imagination, as did the gap in the front that partially exposed her buxom chest, a black choker around her neck with small spikes, white gloves and boots that were lined with white fur, her long platinum blond hair flowing behind her as the thin black mask over her face revealed she had greenish eyes.

"Whoa! Who's that?" Johnny gasped as he stared at the woman.

"The Black Cat. She's a friend. Sort of." Spider Man said.

"Sort of?" Invisible Woman asked.

"Ex-girlfriend." he explained.

Reed pressed the console on the wall that opened the window.

Black Cat leaped into the room as Spider Man and Scarlet Spider approached her.

"Cat, what are you doing here?" Spider Man asked.

"Heard a rumor there was a new spider hero in town, so I came to check him out." she said with a smile.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

Shinji blinked his eyes open as his vision started to clear up.

_Another unfamiliar ceiling._ He thought as he looked up from his bed before he turned his head to the side, and paused when he noticed a young boy with blond hair and blue eyes staring at him. "Hello." he said.

"Hello. I'm Franklin. Who are you?" the boy asked.

"I'm... Shinji." he replied.

"That's a funny name." the boy smiled.

"I guess. Where am I?"

"In my home! It's called The Baxter Building." he said with a smile. "Are you a friend of daddy and mommy?"

"I don't know. Who are your mommy and daddy?"

"They're the Invisible Woman and Mr Fantastic."

Another memory clicked inside of Shinji's head.

"They're... the Fantastic Four, right?" he asked.

"Right!"

"Franklin! What are you doing here?" Sue Richards asked as she entered the room.

"I was just talking to our guest, mommy." Franklin said.

"Well, our guest needs his rest, sweetie. So let's go." she said as she picked up the boy.

"Bye-bye, Mr Shinji!" Franklin said as he waved goodbye.

"Goodbye, Franklin-san." Shinji said.

Once they were gone, Shinji looked around and tried to sit up. His chest still hurt from behind shot, but all things considered, he felt lucky to be alive. He noticed he still had his mask on, but his black shirt with the white spider on the chest had been removed. He gently touched the bandages that ran across his chest and sighed, wondering who had patched him up.

Getting up he walked over to where his shirt lay and painfully put it back on.

"ARGH!" he groaned, hoping his wounds didn't open up yet.

"Hey! What are you doing?!" a voice called out as Shinji turned to see four people enter the room.

The first was an African-American woman in a blue and yellow bodysuit. The second was Spider Man. The third was Scarlet Spider. And the fourth was a shapely young woman in a black bodysuit. The second he stared at her, Shinji swore she seemed familiar.

"You shouldn't be out of bed!" the African woman shouted as she raced over to him. "Your wounds could open up!" she admonished.

"Who-who are you?" Dark Spider asked.

"I'm Dr Cecilia Reyes. I'm the one who patched you up and I'm not about to give you a clean bill of health." she said as she tried to get the ebon arachnid back into bed. "Could someone help me?" she asked, pulling on his arm.

Before Spider Man and Scarlet Spider could assist her, Black Cat leaped over the pair and landed beside Dark Spider.

"Come on, honey. Let's not upset the nice doctor." Black Cat said.

"Do I know you?" Dark Spider asked.

"I'm Black Cat, but you can call me... any time." she said with a suggestive tone.

Behind his mask, Shinji's eyebrow raised up. "I'm... Dark Spider."

"I know." she said as she lead him back to the bed.

Spider Man and Scarlet Spider looked at each other, as if thinking the same thing in regards to Black Cat's sudden flirtatious attitude towards Shinji.

_She's just met him, and already she's flirting with him._ Spider Man thought.

_I wonder what she would think if she knew he was actually 14 years old?_ Scarlet Spider thought.

"Lift your shirt up." Cecilia Reyes said to the ebon arachnid.

He did, giving Black Cat a nice view of his athletic bandaged chest.

"Hmm. Your wounds don't seem to have opened up. Which is good. But you're still not back to 100-percent." she said as she checked the bandages.

"Well, we don't really need him to fight or anything." Scarlet Spider said. "Reed just wants to take a look at the cloning tank he woke up in."

_Cloning tank? _Black Cat thought. _So... he's like Ben? But... there's something different about him. I can feel it._

"Okay. Then let's go." Dark Spider said.

"Oh no! You're not going anywhere! You're still injured." Cecilia shouted.

"But... we don't need him to fight. Just... lead us to where the tank is." Spider Man explained.

"Come on! This isn't that time-sensitive, is it?" the doctor asked.

"Actually it might be." Reed said as he entered the lab.

"Excuse me?"

"If Dark Spider arrived from another dimension, then the portal that he came out of into our world may still be there. It's a long shot, but it might be the only clue to get him back to his world." he said.

"You're serious? Fine! Then I'm coming with you to make sure his wounds don't open up!"

"I'm coming too! I want in on this little mystery." Black Cat said.

_Oh boy!_ Spider Man and Scarlet Spider mentally groaned.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

Many people would consider seeing one superhero to be a memory-worthy event.

So seeing nearly a dozen different costume-clad superheroes walking around a bunch of deserted buildings in the middle of the night was something that would last in a person's memory for a long time to come.

"In there!" Dark Spider said as he pointed to the warehouse he had woken up in.

Both Ben Grimm and Wolverine went in first to check for traps. Finding nothing, the others went in.

"Why is it, whenever you guys are involved, we end up in places like this?" Johnny Storm asked his webslinging ally. "Abandoned buildings, crumbling warehouses, sewers..."

"When was the last time you were in the sewers?" Spider Man asked.

"There's the tank!" Sue said to the group.

Instantly, Mr Fantastic, Dr Strange, and Professor X went over to the Cloning Tank and started examining it.

"So... is there anything you want to tell me about our new friend here?" Black Cat asked the Scarlet Spider about Dark Spider, who was looking at the doctors and the tank with apprehension.

"We think he came from another dimension and somehow ended up in one of Spider Man's clone bodies. Merged with him. Don't know how. But he's got all of our powers and some of Spider Man's memories as well." Scarlet Spider explained.

"So... why did he ask who I was?" she asked. "We used to be close."

"I said 'some' of Spider Man's memories." he stated.

"Well Reed?" Sue asked.

"Well... I've got good news and bad news." Reed said as the device he held in his hands continued to beep.

"What's the good news?" Spider Man asked.

"The good news is... this is the dimensional exit point which our young friend came out of and was somehow merged with the clone body of Spider Man." Reed said.

"This tank was created by Professor Miles Warren to maintain my clone." Spider Man said. "To age him properly and keep him healthy, until he was ready to be activated."

"But why hide it here?" Phoenix asked.

"Because no one would think to look for something like this, in a place like this." Spider Man said.

"Guess that makes sense." the redhead said.

"So... what's the bad news?" Cyclops asked.

"The residual dimensional energy is all that's left. There's no hole, no portal. Nothing." Dr Strange said. "And I'm not sure how to reopen it again back to his home dimension."

"Actually, that might be a good thing." Professor X stated.

"What do you mean, Professor?" Cyclops asked.

"Think about it, Scott. A teenage robot pilot from an alternate dimension, who gets pulled through some kind of energy portal, and ends up merged with the clone body of one of our best friends. Even if he found a way back to his own world, he would no doubt be regarded differently than before. He would be a stranger to them, perhaps even unable to adequately explain his sudden transformation to them." Professor X explained.

_Teenage robot pilot?_ Black Cat thought.

"And based on all the information we've gathered, it's the only thing that makes sense." Reed said.

"Especially since the odds of something like this happening are... what? Astronomical?" Spider Man asked.

"Approximately 90,000,000,000-to-1." Reed calculated.

"WHAT?" the group gasped.

"Well... considering the numerous other dimensions he could have ended up in, then considering the millions of other places he could have ended up in our dimension other than this Cloning Tank: the Savage Land, Atlantis, Latveria, Wakanda, the Moon, the Shi'ar Empire, the Skrull Empire..."

"Right, right, right." Ben Grimm said, trying to clear his head of what his friend was saying.

"And then there's the possibility that his merger with Spider Man's clone body wouldn't have taken. He could have just as easily died as a result of some extremely painful mutagenic disfiguring transformation, and then there is..."

"REED!" Sue shouted.

"What?" the elastic scientist asked.

"He's standing right here." she hissed at Reed while pointing back to Dark Spider.

"Oh. Sorry." he said sheepishly.

"Uh... no problem." Dark Spider said, backing away from the man.

"Hey, guys!" Johnny shouted.

"Yeah?" Ben Grimm asked.

"This thing is blinking!" he said, pointing to the tank.

"Blinking?" Reed asked as he went over and checked it. "It's sending out a signal... to somewhere. I think I can back-trace the signal's origin. Might give us even more insight into this unusual situation." he said as he plugged his mini-computer into the tank and analyzed the signal. "I've got it."

"And the road trip continues." Scarlet Spider said.

HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH

Author Notes:

Here's chapter 3 of my 'Third Spider' story. Much longer than my previous chapters. I just couldn't help but write all this up.

In this story I've added Death Squad, Janissary, Black Cat, The Fantastic Four, and The X-Men. Did I add too much to this chapter?

Anyway, I think you'll agree that the story is moving pretty quickly. At any rate, I hope to have a better explanation and conclusion to several of Shinji's problems in the next chapter. But that also means that others will come up as well.

And yes, I've paired up Shinji with Black Cat, but started it out with the woman flirting with him.


	4. Family Matters

_**THE THIRD SPIDER  
**_by Gunman

Disclaimer: I do not own Eva or Spider Man.

Summary: Shinji and his allies track down the mysterious signal, only to find a secret cloning base of the deadly Jackal, and must then face a new threat in the form of The Frightful Five!

HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH

Chapter 4  
**Family Matters**

The Fantasti-Car and the Blackbird flew through the skies following the signal that Reed was still tracking from the Cloning Tank back at the abandoned building.

Spider Man and Scarlet Spider were riding with the Fantastic Four in the Fantasti-Car while Human Torch flew alongside the vehicle. Dark Spider, Dr Strange and Black Cat rode with the X-Men in their Blackbird stealth jet.

"How are you holding up, Shinji?" Cecilia Reyes asked, sitting next to Dark Spider.

"Not bad, Dr Reyes." Shinji replied, rubbing his bandages lightly. "Still a little tender."

"Really? Just how sensitive are we talking here?" Black Cat asked, rubbing her hand over his leg.

"What are you doing?" Phoenix asked the feline adventurer, coming over to the group. "Trying to cop a feel?"

"Why? Do you want a turn?" Black Cat asked.

"Just don't touch the bandages!" Cecilia snapped.

Wolverine looked over to see the quartet talking.

"How did the kid get so popular all of a sudden?" Wolverine asked.

"Don't know. But at least he doesn't act like Gambit." Cyclops said.

"Right, like we need another one of him." the razor-clawed brawler said.

"Should we do something?" Dr Strange asked.

"No. Situations like these are learning experiences to someone like Shinji." Professor X said. "From what I gleamed from his mind, he has very little social interactions with people his own age."

"But... he's a fourteen year old boy, isn't he?" the sorcerer supreme asked.

"Biologically, yes. But physically he is around 25 or so. Given the possibility of age-regression that happens when a younger body merges with an older body." Xavier said.

"Hmm. I guess that makes _what_? Age Regression? When did you..."

"It was in the back of Reed's mind. One of many theories I gleamed on accident while trying to read Shinji's."

"Gleamed on accident?" Dr Strange asked.

"That man's mind is in a constant state of thought, contemplating of all sorts of... confusing things. Some of his thoughts overlapped with Shinji's on accident. Nearly gave me a headache." Professor X groaned, pointing at his head.

"So.... in Shinji's case," Dr Strange said, trying to get back on topic, "It's the mind of a child, the body of an adult." the sorcerer stated.

"Precisely. But because his life has been so tumulus, he has been forced to grow up faster than most other children." the professor said.

"So what you're suggesting, is that we nurture his maturity, not repair his childhood." the sorcerer stated.

"A lost childhood cannot be recovered. If one attempts to recover something like that, it would cause a person to become unbalanced. And the combination of an unbalanced mind like Shinji's, with the powers of Spider Man, would be quite disastrous. Better to move forward, temper his life with responsibility and a righteous sense of justice."

"But that doesn't mean he shouldn't have a little fun while doing it." Dr Strange grinned.

"So you're really from an alternate dimension?" Phoenix asked Dark Spider.

"Apparently." the ebon arachnid said, looking down at the floor as the jet flew through the air.

_He seems a little shy. I wonder if...._ "Shinji?" she asked, causing him to raise his head up. "Tell me what your world was like." Phoenix asked.

"Well.... it's not like this one. When Second Impact happened in the year 2000, 3 billion people died within less than a month."

The trio of women gasped at this. Phoenix more so because she knew he wasn't making this up.

"Everyone believed that Second Impact was caused by a meteor striking and destroying Antarctica. But it was actually caused by a being called an Angel. I was born just months after that.15 years later I became part of a secret organization that.... well, was in charge of defending the rest of mankind against the Angels when they returned."

"Defend against them? How?" Cecilia asked.

"I was supposed to pilot a giant robot called an Evangelion." Shinji said.

"To prevent these 'Angel' creatures from destroying mankind?" Phoenix asked.

"I don't know why they called them that. They looked more like movie monsters to me. Anyway, the organization I worked for, called NERV, were the only ones equipt to battle the Angels when they attacked mankind. The military couldn't stop them, so it was up to us. And we used everything, from the Eva's on the front line to the Magi inside our headquarters to stop them." Shinji said.

"The Magi?" Cecilia asked.

"It's NERV's super computer. Three individual computer systems linked together to form a.... hive consciousness? If that makes sense. I don't really remember how Dr Akagi explained it. It was used to calculate the best plan of actions against the Angels."

"Angels. Evangelions. The Magi." Black Cat said.

"Yeah. Sounds like someone's fighting a holy war or something." Cecilia said.

"Well, don't worry, Shinji-kun." Phoenix said, using the honorific she knew Japanese often use. "We'd never force you to save the world by yourself."

_Hmm. I wonder.... are all the redhead's of this world so nice?_ Shinji thought.

Phoenix smiled as she heard his thoughts. But in the same vein hearing that thought, she wondered what his own experiences with redheaded girls has been like. She didn't figure them to be positive, but didn't venture further into his mind to find out.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

"So... what are we gonna do about him?" Scarlet Spider asked from the backseat of the Fantasti-Car.

"What do you mean?" Spider Man asked over the whipping winds.

"I mean.... what do we do with Dark Spider now that he's alive and well, and here?" the crimson arachnid asked.

"You mean... where is he going to live?" the wondrous webslinger asked.

"And do about a job? He doesn't have an identity that's.... official."

"Oh. I see what you mean."

"Do you?"

"We'll have to figure out something else later. For now, let's just focus on finding the source of this signal." Spider Man said.

"That's another thing. How useful is finding this signal?" Scarlet Spider asked.

"What do you mean?"

"I mean... how does finding the location of this signal help get Shinji back to his world?"

"Well... I'm not sure... unless Reed needs a regular clone to study in order to separate Shinji from the clone body."

"But he said the DNA signatures were merged. How could he separate the genetic strands from..."

"Don't know. I still don't know how Reed's mind works at times. Too complicated you know." the wondrous webslinger said, gesturing to his head with his finger.

"So... I guess we'll have to wait and see what Reed comes up with for Dark Spider." the crimson arachnid.

"By the way... just how did you come up with that name?" Spider Man asked his brother.

"What name? You mean... Dark Spider?" Scarlet Spider asked.

"Yeah. I mean... I would have figured... you know.... Black Spider would have been good too."

"Nah. He didn't need the competition."

"Competition?"

"Black Cat. Black Panther. Black Knight. Black Widow. Black Marvel. Black Bolt. Black Goliath. Black Tarantula. Black Mamba. Black Dragon." Scarlet Spider said, counting the different names on his fingers.

"Okay, okay, okay, I get it." Spider Man groaned.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

Eventually, the group arrived at a large, abandoned oil drilling platform off the coast of Texas.

"Such wonderful places you lead us to." Johnny said to Spider Man as he stared at the large rusting derrick.

"At least it's not a sewer." Spider Man quipped.

"The signal is coming from the lower levels." Reed said, examining the tracking device in his hand.

"You were saying?" Scarlet Spider asked the pair.

Suddenly, three new figures arrived, flying towards them.

Two of them were women, the third was a guy.

The guy was dressed in a blue and white costume with a flowing cape behind him. He had short brown hair and seemed only a little younger than Shinji now looked. His build was athletic, though just a little larger than the Spider Trio's. (Real name: Vance Astrovik)

The first woman was a shapely redheaded girl dressed in a red and yellow costume with her gloves, boots and shoulders being black, and an orange flame-patterned mask across her eyes. (Real name: Angelica Jones)

The second woman was an athletic woman with long blond hair and blue eyes, dressed in a pair of skin-tight white pants, a shirt with mesh webbing for sleeves that also covered her stomach. She had white shoes on her feet, with wings on her ankles and pointed ears. (Alter ego: Nita Prentiss)

"Justice. Firestar. Namorita." Scarlet Spider gasped, recognizing his old teammates in the New Warriors.

"What are you guys doing here?" Spider Man asked.

"One of our teammates has gone missing, so we followed a lead down here to the Texas coastline. Only our lead turned into a dead end." Namorita said to the group.

"Then we say the X-Men and the Fantastic Four flying out towards an old oil drilling platform in the middle of the night." Justice said.

"So... we were kinda hoping we could... bum a ride back to the Big Apple." Firestar said, somewhat timidly.

"I guess that wouldn't be a problem." Phoenix said to the trio.

"Nita." the Human Torch said, approaching the female submariner with a smile.

"Johnny." Namorita smiled at the flaming hero.

"Huh? Who's the new guy?" Firestar asked, noticing the black-garbed webslinger.

"We call him Dark Spider." Spider Man said. "And he's kinda the reason we're here."

The group proceeds into the lower levels, with the elastic-skinned scientist leading the way.

"So... what's going on here?" Justice asked the webslinger.

"We're looking for a cloning lab." Spider Man replied.

"Seriously?" the telekinetic gasped.

"Seriously." the webslinger exclaimed.

"But why?"

"Well, we didn't want to lose the franchise."

"So you're a clone of Spider Man?" Firestar asked the ebon arachnid.

"Uh... mostly." Dark Spider said.

"Mostly?"

"I'm... not actually from this universe."

"Really? So that means you don't have a team yet?" she asked with an odd gleam in her eye.

Dark Spider looked at her. "A team?"

"Yes. A team."

"Like... the X-Men or the Fantastic Four?"

"Actually, Justice, Namorita and myself are members of The New Warriors."

"I've never heard of you."

"If you're from an alternate dimension, then you wouldn't have." she said with a smile.

"What is she doing?" Johnny asked the blond New Warrior.

"I think she's recruiting." Namorita answered.

Eventually the group came to a large steel door that blocked their path.

"The signal's coming from... behind that door." Reed said.

"Is it me... or does that door seem brand new?" Scarlet Spider asked as he tapped the metal door.

"It is." Wolverine said, sniffing the door. "I'd say about a year or two."

"Well then let's light the candle on this thing." Johnny said as he lit his arms on fire and was about to burn through the door, when his hands were snuffed by an invisible force field around his arms. "Huh?" he gasped.

"Johnny.... in case you didn't notice... we're in an abandoned oil derrick. If there's any residual oil left around here, you could be lighting a tinderbox." Sue said to her brother.

"Oh. Right." he said sheepishly.

"I could cut it open." Wolverine said.

"I could tear it open." Ben Grimm said.

"Which might trigger an alarm or activate a failsafe device." Reed said as he pocketed his device.

"Here. Let me." Dr Strange said as he crossed his legs and hovered in mid-air. Within seconds a ghost-like image of himself separated from his body and phased through the door while everyone just looked on.

"It still freaks me out when he does that." Spider Man said.

"I'm starting to see why." Dark Spider said.

The ghost-image of Dr Strange suddenly emerged from behind the door and phased back into the Dr Strange who was still floating in mid-air.

"There's a keypad on the other side of the door. According to the Eye of Aggamoto, the code is 5-6-4-2-9-8-7-3-5-0." he said.

"Okay, but how do we access that keypad on this side of the door? It's air-locked, so I couldn't get my fingers to squeeze through it." Reed said.

"I wish Nightcrawler was here." Phoenix said.

"I can do it." Justice said.

"Oh?" the redheaded telekinetic asked.

"I'll use my telekinetic powers to punch in the code-numbers." Justice said.

"Good idea. Except for one problem." Phoenix said.

"What problem?" he asked.

"You can't see the numbers on the keypad to open the door on this side." she explained.

"Dr Strange has." SPider Man said.

"He told us the combination, but only he has seen the keypad itself. You haven't." she pointed out to Justice.

"Hmm. I think I can help." Professor X said as he took both Justice's and Dr Strange's hand, using his telepathy in order to link their minds together.

Through the mentoring mentalist Justice saw the keypad that the sorcerer supreme had glimpsed. Using his telekinetic powers, Justice reached out and punched in the code.

With a sharp hiss, the door depressurized and slid open to the side into the wall.

"Way to go, Vance!" Firestar smiled at her boyfriend.

"Well, I did have a little help, Angel." Justice said to the girl.

'_Jean, what was that? You could have done that easily'._ Cyclops thought to his wife.

'_True, but if what I'm sensing on the other side of the door is right, it's better to let Justice open the door'._ Phoenix thought back to her husband.

The group entered the facility, shocked when they found out that the entire complex was far larger than they could have imagined, like that of a warehouse. All around the heroes were numerous computers, medical scanners and recording devices, not to mention hundreds of tubes set up all around the lab, and all of them containing a body, suspended in greenish liquid, that was the spitting image of Spider Man, even dressed in his usual red and blue outfit. The only difference... they lacked the black web pattern all over the red parts of their costumes.

"What the hell is this place?" Namorita asked as she gasped at the large room.

"Professor Warren's cloning lab." Spider Man said.

"But this place is huge! How is it possible he got all this set up without anyone noticing?" Scarlet Spider asked.

"Don't know. But there doesn't seem to be anyone else here."

"Logan?" Phoenix asked Wolverine.

The razor-clawed mutant inhaled deeply before turning to the female mentalist. "Nada. We're the only ones here. Then again... then place smells like it was sterilized recently."

"Must be fully automated." Reed thought as he examined the equipment. "Dr Reyes?" he asked as the African-American mutant doctor came over to help him examine the equipment.

"So, Warren built this lab and just left it to run itself?" Dark Spider asked as the group started to look around the large lab.

"Independently functioning bases. Best way to protect something is if no one knows it even exists." Cyclops said.

"Guess that makes sense." Black Cat said.

"Warren doesn't even have to come back to maintain a place filled with nothing but clones." Namorita said.

"And all of them look like Spider Man." Phoenix said.

"This one doesn't." Dark Spider said, pointing to one of the tubes.

The group came over as Firestar and Namorita gasped. Inside the tube was an athletic Japanese woman with long dark hair, dressed in a dark blue bodysuit that showed off all of her curves, a pair of mechanical wind-generating devices on her wrists and ankles and a silverish helmet on her head. (Real name: Michiko 'Mickey' Musashi)

"Oh my god! TURBO!" Firestar gasped.

"Your missing friend?" Dark Spider asked.

"Our missing teammate!" Justice said.

"We gotta get her out of there!" Namorita shouted as she grabbed the door of the tube.

"No! Wait!" Reed shouted as the female submariner ripped the door off forcefully, causing the young woman to fall out of the tube along with the greenish liquid that caused the heroes to jump out of the way.

Dark Spider leapt forward and caught the young woman as she fell out of the tube.

"Is she alright?" Justice asked.

"I think so. She's coming around." Dark Spider said.

"Huh? Wha... what happened?" Turbo groaned as she looked up and gasped when she saw the dark-garbed young man holding her in his arms. "Uh... hi."

"Hello." Dark Spider said.

"Uh... who are you?" she asked.

"Dark Spider." he answered.

"Turbo!" Firestar shouted behind the ebon arachnid.

"You alright, kid?" Namorita asked, also peering around Dark Spider's shoulder.

"She might be, but we won't be!" Reed stated as the group came over to them.

"Why?" Namorita asked.

"Because... as I tried to tell you before you forcefully ripped the door off that tube... it was probably equipt with an alarm or failsafe that..." Reed started to say, as the other tubes suddenly hissed and started to drain out the fluids from the tubes themselves. "Might activate."

"So basically what you're saying is..." Justice started to say.

The group webslingers spider-senses suddenly went off.

"IT'S A TRAP!" Spider Man, Scarlet Spider and Dark Spider shouted as the various cloning tanks suddenly hissed and opened.

From the hundreds of tubes around the gigantic lab, hundreds of Spider-Men leapt out and attacked the heroes.

"And here we go." Spider Man groaned as the clones leapt at the heroes.

Spider Man quickly lashed out and punched one of the clones in the face, knocking him back, as two more clones jumped on his back. He grabbed the clone and tossed him off his back and into one of the tubes they had escaped from.

"You know... the irony of this is just sickening!" Spider Man said as he hurled another clone across the room.

Scarlet Spider fired his Impact Webbing at two clones, webbing them up as he was tackled by a third clone from the side. He tumbled to the ground and managed to kick him off into one of the computer consoles.

"You mean," he started to say, punching out another clone, "about fighting yourself?"

Dark Spider was forcefully tackled by two clones onto the ground, his head hitting the hard metal floor, but quickly spring-boarded the pair off of him with his feet into two more clones that were trying to join in the fray.

"It feels more like a bad metaphor." Dark Spider said as he rubbing his head.

Black Cat leaped through the air and kicked down one clone as another leapt to try and grab her. She let her body drop to avoid the fake Spider Man, who crashed into another on-coming clone.

"Never cross a black cat. You often get scratched." Black Cat said.

Cyclops pressed the control release on his visor and let loose a broad blast of optical force energy that knocked down nearly a half-dozen clones across the lab and into several tubes.

"This almost feels like fighting your own friends." Cyclops groaned as another clone leapt at him.

Phoenix used her telepathic powers to levitate several power cables to wrap up a half-dozen clones before they could wrap her up with their webbing.

"I know what you mean, sweetie." Phoenix grinned

Wolverine extended his claws and leapt at a trio of clones, slashing through them with an almost animalistic savagery for which he was known for.

"And yet somehow, it feels almost like a granted wish." Wolverine grinned as he slashed through another clone.

Professor X focused his telepathic powers on the clones that were about to attack him, wiping out their minds and causing them to drop to the ground.

"Strange. I don't sense any real intellects coming from them. Just programmed mentalities. Like they were robots or something." Professor X said.

Dr Strange summoned and collected energy solar energy in his hands before unleashing it in a fury of solar bolts that even the super-quick spider-clones couldn't avoid.

"I know, Charles. I don't get much in the way of these beings having souls at the very least." Dr Strange said.

Cecilia Reyes, not being much of a fighter, used her force field powers to defend herself from the clones attack as her teammates quickly came to her aid.

"Argh! These clones are too quick and too strong. Can't let my shield down even for a second!" Cecilia Reyes gasped.

Mr Fantastic stretched his body to incredible lengths, forming his hands into giant hammers that he used to slam into several more attacking clones both above and below him.

"Personally I'd rather be studying these clones, not fighting them!" Reed exclaimed as the clones started jumping up and down on his body.

Invisible Woman turned herself invisible to avoid the spider-clones, then used her force field powers to knock them out and strike them from behind, which confused them no end.

"Consider this a different way to study them, dear." Sue stated.

Human Torch blazed through the lab, hurling fireballs at the various spider-clones that tried to attack him from higher up that he was.

"Hope Spider Man doesn't mind that I'm barbecuing a few of his look-a-likes." Johnny said.

The Thing was swarmed by dozens of clones, who tried to force him down with sheer numbers, only to have the rock-skinned hero explode from the center of the spider-clone swarm and threw punches that managed to connect with the disoriented clones.

"It's Clobberin Time!" Ben shouted as he punched another clone down.

Justice blasted several clones with his own telekinetic powers, hurling them back into their tubes. Though he felt odd for some reason, as they reminded him off his web-slinging friend.

"These guys are quicker than I expected. I telekinesis can't lock onto all of them!" Justice said.

Firestar was fighting back-to-back with her boyfriend as she let loose a fury of microwave energy bolts in an attempt to knock out several attacking clones. She was, however, unaware of what her powers were doing to the equipment around the battling group.

"Just don't let your guard down, honey!" Firestar said.

Namorita was punching out several clones as more tried to swarm her. She took the opportunity to grab one of the cloning tubes and hurled it at the clones, knocking them down like bowling pins.

"Stop jumping around you ugly water bugs!" Namorita shouted.

Turbo, who was still dazed after being imprisoned in her tube, lifted her arms up and wind-blasted several clones back into dozens of mechanical devices on the other side of the room.

"This is just ridiculous! I want out of here!" Turbo shouted.

Suddenly, several panels around the lab opened up, revealing small laser guns from the ceiling and mechanical arms from the floor.

"Look out! Lasers!" Spider Man shouted as he dodged the laser grid as they started firing.

"Not again!" Turbo shouted as she ducked for cover behind another set of machines.

"Watch the arms!" Scarlet Spider shouted as he started dodging the rather quick, whipping arms, which he swore reminded him of Dr Octopus's mechanical harness.

"What a revolten development this is!" The Thing groaned as the mechanical arms wrapped around his legs, spider clones were grabbing his arms, and the lasers were pelting his head from above.

However, it was Reed who noticed that there were several gaps in the laser grid, and some of the lasers weren't firing and some of the arms were just lying dead on the ground.

_Is something disrupting the electrical systems?_ Reed wondered as he was now dodging clones, laser fire and the mechanical arms. He looked at Firestar. _Of Course!_

Dark Spider tore off one of the mechanical arms and swung it wildly, knocking one of the clones into one of the tubes, which hadn't opened when the others did. Instead the impact of the clone had cracked the tube and released the greenish liquid from it. Dark Spider quickly raced over to the tank and noticed the occupant was a teenage girl about his original age, before his merger with the spider-clone. The girl herself had long brown hair and an athletic figure, as well as being dressed in a red bodysuit with a white spider on her chest. Her mask was tucked in her belt.

Before Dark Spider could do anything he was attacked by another pair of clones, who dragged him away from the tube.

"Get off of me!" Dark Spider shouted as he struggled against the clones.

Suddenly, a third clone sighted the tank and leapt at it.

"NO!" Dark Spider shouted and grabbed both of the clones and swiftly hurled them at the third one, knocking it away and into a large computer console. With the clones dealt with, Dark Spider went back to the tube and peered inside to find the girl's eyes blink open.

"Are you alright?" Dark Spider asked, suddenly feeling his spider-sense tingling as the girl raised her left arm and fired a glob of webbing at him.

Dark Spider pulled back as the girls webbing shot past him and nailed another spider-clone in the face, causing it to stumble backwards into a wildly whipping mechanical arm.

He then turned to the female figure who had emerged from the tank, mask over her face, and stared at the ebon arachnid.

"Uh.. thanks." Dark Spider said.

"You're welcome." the spider girl said.

The pair were quickly attacked by more clones, dodging laser fire just like their heroic allies.

"Why do I get the feeling you enjoyed that?" Spider Man asked as Wolverine stood over the dead clone body that had several slash marks on it.

"What can I say, Webs? You do tend to annoy me at times." Wolverine smiled to the original as he was suddenly grabbed by a pair of mechanical arms. "Argh! This is worse than the Danger Room!" he shouted as he was waved through the air like a flag.

"IT'S CLOBBERIN TIME!" Thing shouted as he ripped the mechanical arms from the floor and started hitting the spider-clones with them. And all while shrugging off laser fire, which was more like stun lasers, not killing lasers.

"We have to wrap this up, and fast!" Reed shouted as he wrapped his arms around another clone and hurled it across the lab into another group of tubes.

"Why? You got a date?" Namorita asked as she flew through the air, dodging another round of laser fire as well as clones.

"In a manner of speaking. Firestar!!" Reed shouted as he hurled another clone into the laser fire.

"Yes?" the microwave mutant asked, dodging more laser fire.

"I need you! Now!" he shouted over the fighting.

"Heck of a thing to say with your wife right here." Spider Man said as he kicked down another clone.

"I need you to scramble the computer systems failsafe protocols!" Reed shouted.

"What? How?" Firestar asked.

"Shoot The Big Computer!" Dark Spider shouted as his new partner tossed another clone to the side.

"Right!" she shouted as she flew over and fired a bolt of microwave energy at the console, frying the internal circuits and scrambling the next set of protocols, which stopped the lasers firing as well as the mechanical arms attacking.

"Well, that helps." Spider Man said as he punched out another clone, only to see Dark Spider get tackled by two more.

"But we still have these copy-cat clones to deal with!" Sue shouted as she force field-pushed another group of clones out of her way.

"Spider Man! I Need You!" Reed shouted as he started punching the keyboard on the console as Scarlet Spider and Dr Strange were brought down by the spider-clones sheer numbers.

"So Nice To Be Needed!" he shouted as he swung over to the elastic scientist as the female spider clone leaped through the air and kicked down another clone that was about to attack the Invisible Woman from behind. She herself was tackled by another pair of clones, as was Sue.

"Here. Help me with this." Reed said as he punched in the new programming commands while the Thing hurled another clone across the room, while several of the clones started webbing him up.

"Alright. I see what you're doing." Spider Man said as he punched in the commands along with the scientist as Cyclops, Phoenix and Wolverine were webbed up by the spider-clones.

The heroes kept fighting the clones, though they were quickly becoming overwhelmed. Suddenly the laser grid came back on-line, and started firing at the clones, striking each of them and missing the heroes in the process.

Within seconds, the fight was done. The clones were all down, and the laser grid was deactivated.

"Okay... what happened?" Ben Grimm asked, clearly confused.

"Simple. We reprogrammed the laser grid to fire on the clones instead of anything that moved." Spider Man said. "We didn't have enough time to get the mechanical arms working."

"Once Firestar's microwave energy scrambled the laboratory's protocols, it was a simple matter to reprogram the failsafes to something more advantageous to ourselves." Reed said.

"Well.... I'm at least glad that's over." Cecilia Reyes said as she stretched her limbs, which had been wrapped up by the mechanical arms, before they had become dead weight.

"And who's this?" Dr Strange asked when he noticed the young spider-woman.

"One of the clones." Dark Spider said. "I think."

"You think?" Namorita asked. "Are you sure this is a good idea?"

"Well.... her tube didn't open like the others did. And she didn't attack us when she got out. So I think it's safe to trust her." Dark Spider explained.

"You're right. It is safe to trust her." Professor X said.

"You read her mind?" Sue Richards asked.

"Yes. There's no mental programming like the other clones." the bald man said.

While the X-Men and the FF talked to the girl, Dark Spider had slunk away, rubbing his face under his mask. It was Black Cat, Scarlet Spider, and Cecilia Reyes who noticed this.

"Shinji? Are you alright?" Scarlet Spider asked.

"I... I think so. But my face feels... weird." Dark Spider said as he pulled off his mask and looked into a reflective piece of glass from one of the tubes.

He gasps when he sees it.

"My-my face!" Shinji gasped.

The trio looked at Dark Spider and gasp as well, realizing that there was indeed something different about him. To start with, Shinji's facial features, which were once that of Peter Parker: brown hair, brown eyes, and an obvious Caucasian-influenced face, were now different. Sporting jet black hair, blue eyes, and a more Asian-influenced face, Shinji looked a little different from Peter and Ben, though the basic facial features, his bone-structure and all, still had that 'Parker' influence.

"Incredible! Obviously your merger with Spider Man's clone has had a delayed reaction in changing your facial features from Caucasian to Asian. Though.... not completely." Reed said as he came over to look at the young man.

"More like, half-Asian, half-Caucasian." Cecilia Reyes said as she turned away from him and started to examine the bandages on his chest. _Not that he isn't attractive._

"At least you don't have to dye your hair to look different now." Scarlet Spider said.

"Oh, and you do?" Dr Strange asked, having come over to the group.

"Yeah. I dye my hair blond. Why?" the crimson arachnid asked.

"Perhaps I can help you in that." the sorcerer said as he raised a glowing hand to the young man.

Before Scarlet Spider could reply, Dr Strange had fired a bolt of energy at the young man, changing his brown hair to blond, which affected him even down to his DNA. He pulled his cowl from his head and stared into the reflective surface of the cloning tube.

"Whoa. Mystical dye-job. Nice." Ben said as he rubbed a hand through his now blond hair.

"It's something I've been working on in my spare time." Dr Strange grinned.

The pair of spider heroes put their cowls back over their faces and walked back to the group.

"So... what do we do about you?" Thing asked the female teenage Spider Clone.

"Well... she did help us out." Invisible Woman said, putting her hands reassuringly on the girls shoulders from behind. "We can't just put her back in one of those tubes."

"And we can't put her down like a dog." Firestar commented.

"You sure?" Wolverine asked.

"LOGAN!" Phoenix snapped.

"Alright, alright!" she said, the man backing off.

"What about you guys?" Namorita asked the spider men.

"Us?" Spider Man asked.

"Well... she is your clone." Johnny said.

"Yeah." Spider Man said.

"Right." Scarlet Spider said.

"Sure." Dark Spider said.

The trio looked at each other, as if thinking about this.

"Well.... I can't really take her. It would be a little awkward with my wife and all." Spider Man said.

"And people in my building might talk if they find out I've got a teenage girl staying with me. And what would I tell them who she is?" Scarlet Spider said.

"Your sister?" Phoenix asked.

"Technically speaking." Firestar muttered.

"And we can't ask Reed or Professor X to take her in." Spider Man said.

"Or Dr Strange." Scarlet Spider said.

At this point the female spider-clone was starting to feel both sad and depressed.

"I'll take her." Dark Spider declared.

"Huh?" the girl asked.

"What?" Spider Man asked.

"Really?" Scarlet Spider asked.

"She's a clone of Spider Man. And technically, so am I. That... kinda makes us family. So she can come with me, if she wants." Dark Spider said.

The girl looked at Dark Spider, feeling not so depressed anymore.

"You... you want me to come with you?" she asked.

"Yes. I do." he said, with seriousness in his voice.

"But why?" she asked.

"Well.... I've never had a little sister before." he said simply.

The girl smiled before leaping into Dark Spider's stomach, hugging him tightly. He was startled for a second, until he returned the hug himself.

It was a hug that was slightly less awkward than it should have been.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

While the group was returning to New York, Turbo told her teammates how she had been traveling across the Gulf of Mexico when a sudden storm forced her to take cover on the oil drilling platform. It was there that one of the floor panels, which was actually a trapdoor, opened up and dropped her into the lab, where the laser grid started shooting at her. The lasers eventually struck and rendered her unconscious. However she didn't remember getting into the cloning tube, which lead the group to conclude that either one of the other clones had put her in there, or the mechanical arms that had come up from the lab floor that they had encountered had done it.

They had been lucky enough to get out of the lab when they did, as right after Shinji had decided to take the teenage spider-clone with him, did another lab protocol suddenly initiate. Namely, the self-destruct system, which only gave them a minute to escape.

They had all escaped in time, which included getting into their vehicles and lifting off, when the entire lab and the oil-drilling platform went up in a fireball.

Without another clone body to study, Reed wasn't able to separate Shinji from his spider-clone body. And what with his promise of trying to take care of this female spider-clone, who was different than the other clones by far, Shinji was rather stuck in this world.

The group eventually returned to the Baxter Building where they started patching their wounds.

"I don't know how I'll be able to take care of both of us, but... maybe together we would be able to figure something out." Shinji said as Cecilia re-bandaged his chest.

"That's not much of a plan, Shinji." the young spider-clone said as she sat in a chair next to him.

"I know, but it's something." he said. Just then, Shinji realized something. "Uh... by the way... what do I call you?"

"Call me? Oh, you mean my name!" she asked as Cecilia finished the bandaging.

"Yeah." he said, pulling his shirt back over his chest.

"I.... I don't really have one." the girl said as Sue stepped into the room with a tray of food for the pair seeing as they probably hadn't had anything to eat in a while.

"Hmm." Shinji thought. "How about... Jun? Jun Ikari!" he said.

"Jun Ikari?" she asked.

"Well... you know... June comes after May, as in, Aunt May, and my last name is Ikari. I don't really want to change that. So, we just drop the 'E' at the end of the name and..." he explained.

"Jun Ikari." she said.

"Is that alright?" he asked.

"Well... since I didn't have a regular name to begin with... yeah!" she smiled.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

Reed, Dr Strange and Professor X were talking when Johnny suddenly came up to the trio.

"Uh, Reed? There are some... people here to see you." Johnny said.

"I'm a little busy, Johnny. Can it wait?" Reed asked.

"Uh... I don't think so."

Sigh. "Alright who is it?"

"The President of the United States and the Japanese ambassador."

HHHHHHHHHHHHHHHHHHHHHHHHHHH

"Greetings Mr President. How can the Fantastic Four be of assistance to you today?" Reed asked as he, his wife Sue and her brother Johnny, along with Professor X and Dr Strange meet the two groups of assembled parties in the lobby of the Baxter Building.

"Actually, Doctor Richards, the ambassador and I have come here hoping to be of assistance to you. Or... to an associate of yours." The President said.

"Oh?"

The president explained how Dark Spider saved his and the ambassador's children.

"Fascinating." he exclaimed.

"Indeed." the ambassador said. "We had one of our men watch the Baxter Building to inform us of your return. We had hoped that you would be able to locate Dark Spider, for we wish to show our appreciation for his heroism."

"Appreciation? You mean..." Johnny started to ask.

"There must be something we could do to reward him for what he has done." the president said.

"I don't think he's exactly the type to accept rewards for a job well done." Dr Strange said.

"Actually.... there is something you could do." Sue interjected.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

While the president and ambassador put Mrs Richards request into effect, the heroes from The New Warriors, The X-Men, and the Fantastic Four did some mild entertaining of the politicians while Black Cat tried to get more information out of Spider Man and Scarlet Spider.

Meanwhile, Sue went to check on Shinji and his new sister, who were in one of the Baxter Building guest rooms.

"Is everything alright, Shinji?" Sue asked.

"Well, actually....I was wondering if you could help me with something." Shinji said.

"Oh? What?" Sue asked.

"Well.... I was... kinda hoping to... change this outfit." he said, pulling at his black costume.

"Change it? How?" she asked.

"Well...."

HHHHHHHHHHHHHHHHHHHHHHHHHHH

(One hour later)

"Arigato, Mrs. Richards." Shinji said as he looked at the costume in the mirror.

It was still black, but the white Spider/Venom symbol on the front was gone. In it's place was a new white spider symbol that looked more like Spider Man's, only that it's white legs wrapped around the upper torso and connected to the other, smaller spider-symbol on the back. The top four legs wrapped over his shoulders, while the bottom four legs arched downwards and basically stopped below the waist. The head of the symbol no longer had pincers, it was just a round head. In addition to this new symbol, he had white lines going from his shoulders down across his arms where they ended in circles around his wrists. On the lower parts of the legs were white bands that also had a line going down the outer sides of the costume, and ending in what appeared to be the trim edges of his boots, which was no different than his original costume.

"It's a lot better than before." Sue said to the ebon arachnid. "And I've got your outfit, my dear." she said to the girl, handing the girl her own remade outfit.

Her outfit was a mostly dark blue with a bright red spider symbol across her torso, it's legs arching around across her shoulders and around her chest. Her gloves were red and ended about at her elbows, a red line around her waist, like a belt, the tips of her shoes dipped in red as well. She had a dark blue mask with white eye lenses that left the lower half of her face exposed. Her long brown hair would be loose and flow out the top of her costume just past her shoulders. Sue would have included a small cape, or glider-like web-wings underneath her arms, but thought that it would be overkill.

"Thank you, Mrs Richards." she said as she examined the costume in the mirror.

"You're welcome." the Invisible Woman smiled as the girl went into the bathroom to change. "And how are you doing Shinji?"

"Well.... all things considered, not bad." Shinji said, sitting on the small bed of the guest room.

"All things considered?" she asked.

"Within the last 24-hours I've been teleported to another universe, merged with the clone body of a superhero with spider powers, fought nearly two dozen supervillains who wanted me dead, been shot three times, told that there was no way I can go back to the way I used to be, I've nearly been incinerated, blown and beat up, and now that I think about it.... I have no place in this world. No identity, no home, no job." he explained.

She stared at the young man with some pity.

"So... all things considered, I guess I'm not doing bad."

Before she could say something, he spoke again.

"Don't worry. As soon as I'm fully healed, I'll be out of your hair." he said.

"God! You really are too hard on yourself! You act like you're a burden, but you're not." Sue snapped at him.

"Aren't I? I mean... I'm not from this world. Not born here, not raised here, not educated here. I'm like a second spare tire in a car. I don't have a birth certificate, or any kind of identification."

"Yeah, well, I'm kinda in the same boat, you know." the girl said.

"Sorry."

"Well... maybe we can do something about that." Sue said with a smile.

"Shinji? Can I ask you something?" Jun asked.

"Of course." Shinji said.

"Why... I mean... I'm not like you." she said, having finally heard the story of Shinji's rather unique origins. "So... why would you adopt me like this?"

Shinji took a few seconds to form his thoughts before answering.

"Because... I know what it's like to be alone. To have nothing, and no one to care about you. To not have... a family." he said with a sad smile. "So... I figured... maybe we could give each other what we didn't have before."

Jun actually smiled at the warm sentiment that came from the young man.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

While the president and the ambassador were talking to Reed, Dr Strange and Professor X in the rather comfortable lounge area of the Baxter Building, waiting for their assistants to return with the special documents they had sent them for, the members of the New Warriors and the X-Men had stepped out for a few minutes.

Turbo was still in recovery after her incarceration on the Oil Derrick, so the New Warriors would be back to collect her later. And the X-Men had an errand to run for the Professor.

It was during this time, that five rather sinister individuals decided to visit the Baxter Building.

"Reed! We've got a problem!" Sue said as the front of the lobby was blown open and the five walked in as if they owned the place.

Reed, Sue, Johnny and Ben rose up and stood between the president and ambassador as they took in the group.

They were known The Wizard, a high-tech purple armor-clad inventor named Bentley Whittman. Trapster, an orange and red costumed adhesives expert, equipt with a back-pack and glue-shooters on his wrists, named Peter Petruski. Klaw, also known as Ulysses Klaw-the master of sound, who was red-skinned with a strange sound-amplifier on his right hand. The only woman of the group was Mary MacPherran, code-named Titania, who was a tall muscular woman with long brownish-red hair who was dressed in a purple costume with spikes on it. But the most noticeable member of the group was the 25-foot monster standing behind them called The Dragon Man, who was actually an advanced android with incredible strength and the ability to shoot fire from his mouth.

Titania was perhaps the most noticeable of the group, being 6'5" with an athletic, buxom figure. Her costume was purple and looked like a long-sleeved swimsuit with spikes on her arms, a gold belt on her waist, and exposed a generous portion of her ample chest. She had thick purple boots that came up to her knees and a mask over her eyes.

"Hello, Bentley. And am I to assume that it is The Frightful _Five_ this time?" Reed said to the group.

"Hello, Reed. It's been a while. Hope you don't mind that my friends and I dropped by unannounced. But when we heard that the President was here, we just had to introduce ourselves." Wizard said.

"You truly picked a most inappropriate day to pay us a visit." Reed said.

"Oh? And why is..."

It was then that the group noticed a group of other people behind Invisible Woman, Human Torch and The Thing.

The first people they saw were Professor X of the X-Men, and Dr Strange, the sorcerer supreme, whom they didn't notice right away when they arrived.

Spider Man, Scarlet Spider and Black Cat suddenly appeared behind them.

But what was worse was the other group of heroes who suddenly arrived in the lounge, and were right behind them.

Justice, Firestar and Namorita of the New Warriors. And Cyclops, Phoenix and Wolverine of the X-Men.

"...that?" he gasped as he counted fifteen super powers who had now surrounded him and his team.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

"What's happening?" Shinji asked as he suddenly felt the building shake slightly.

"Sounds like a fight." Jun said, while admiring herself in her now costume in the mirror.

"We'd better go see." he said, getting off the bed and going over to the door.

"But you're still hurt." Jun said, trying to stop him.

"With Great Power, Comes Great Responsibility." he said as he pulled his mask over his head.

She sighed. _Why do I get the feeling he'll be using that one on me a lot in the future?_ She thought as she followed him out.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

"SUE! Protect the President and the Ambassador!" Reed shouted as he dodged Wizard's energy blasts.

Thing, Human Torch, Justice, Firestar, and Wolverine were battling Dragon Man, dodging both his massive fists and his fireballs.

Spider Man and Scarlet Spider were battling Titania, mostly dodging her concrete-shattering fists.

"Maybe we should have let Namorita handle this one!" Scarlet Spider said as he fired his webbing at the woman's feet.

"I know. Fighting women isn't something I really enjoy." Spider Man said as he started webbing up her hands as well.

Phoenix was battling Trapster, and using her telekinesis to redirect his ultra-sticky adhesives back towards himself.

Cyclops, Namorita, Black Cat and Dr Strange were battling Klaw and his sound-created monsters, Cyclops actually causing them to explode as he blasted them out of the building.

Just then, Franklin and his little sister Valeria came into the room.

"Mommy? What's going..." Franklin started to said, rubbing his eyes as the noise from the fight had woken them up.

"FRANKLIN!" Sue cried out in horror at seeing her children arrive at one of her fights.

The Presidents daughter and the Ambassadors son tried to get Franklin and Valeria out of the way, only to have one of the many fireballs from Dragon Man blow the ceiling out over them and cause it to come tumbling down upon the quartet.

"NO!" Sue shouted in tandem with the president and ambassador, all who were still being protected from bombardment by an invisible force field.

Suddenly, a pair of blurs snatched the quartet before they were crushed by the debris.

Sue looked over and breathed a sigh of relief, along with the President and Ambassador, as Dark Spider held Franklin and the presidents daughter in his arms, and Spider Girl was holding the Ambassador's son in her arms with Valeria on her back.

"Oh, thank god." Sue sighed as another energy blast from Wizard ricocheted off her shield.

"AGAIN!" Franklin shouted excitedly to the ebon arachnid.

"No again." Dark Spider groaned.

The group quickly changed up dance partners. Namorita punched out Titania after Reed had wrapped her up with his elastic arms. Spider Man and Scarlet Spider webbed up The Wizard after Cyclops had force-blasted him down. Phoenix used her powers to hurl Klaw across the room and into a stone statue, created by blind sculptress Alicia Masters, which knocked him cold. Trapster was mentally controlled by Professor X, who used the man's special adhesives to contain the other members of the new Frightful Five.

As for Dragon Man, it took a combined effort to defeat him, mostly with Trapster gluing his feet to the ground, Dr Strange using his mystic powers to weaken his upper body's mobility, Wolverine slicing a hole in his skin, Thing ripping the hole a bit larger, and Firestar shooting a concentrated blast of microwave energy into the super android in order to disrupt it's internal circuits.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

"I can't believe I listened to you again!" Trapster said to Wizard as they were being carted off by the green-armored Sentry's from the Vault to their special transport.

"How was I supposed to know that there would be a dozen other superheroes there when we were attacking!" Wizard shouted back.

"You said that we'd be able to beat them this time with Dragon Man on our side!" Klaw shouted to the inventive genius.

"Which didn't work out too well, you know!" Titania shouted at the others.

"Oh put a sock in it, woman!" Wizard snapped.

"What was that?" she hissed.

The heroes just watched the villains bicker back and forth as they were carted away.

"Well, now that that's been taken care of..." Johnny said to his friends.

"I've already got the maintenance robots doing a clean-up." Reed said.

"And the President and the Ambassador have safely left." Sue said, not needing to include that they had thanked Dark Spider and Spider Girl for saving their children.

"And I guess we should be getting on our way." Justice said as Firestar, Turbo and Namorita stood behind him.

"And ourselves as well." Professor X said, while Cyclops, Phoenix, Wolverine and Cecilia Reyes stood behind him.

"We should probably be going as well." Spider Man said with Scarlet Spider, Dark Spider, Spider Girl and Black Cat behind him.

"Do you have to?" Franklin asked the group.

"Franklin! I'm sure they have their own problems to deal with instead of helping us deal with our's." Sue said to her son, holding him in her arms.

"Well, there is still the problem of what _we're_ going to do." Spider Girl said, pointing to herself and Dark Spider.

"Especially since we still don't have any real identifications in this world." Dark Spider said.

"Actually... we've managed to take care of that." Sue said, handing her son to Ben Grimm, who was already holding Valeria.

Shinji and Jun looked at each other, then looked back to the blond woman.

"You have?" Shinji asked the Invisible Woman.

"Yes. The President of the United States and the Ambassador of Japan have arranged a special duel citizenship for you. As a reward for saving their children." Reed said, handing Shinji a pair of birth certificate's and social security cards. One for the US, one for Japan. There was no picture, but then again they didn't require one.

"Wow! Really?" Shinji gasped, accepting the new documents.

"Yes." Sue said.

"But... how did..."

"The President had pair of US Marshals create a new identity for you and rushed the documents right over." Reed explained.

"The Japanese ambassador did the same thing." Sue said.

Just then, a thought entered his mind.

"But.. what about Jun-chan?" he asked.

"Oh. Right. Well, I guess she's going to need these." Sue said, presenting a new birth certificate and social security card to the girl, also for both the United States and Japan.

"You mean..." she gasped as she accepted the documents.

"That's right sweetie, you exist!"

"Alright! I exist!" Jun cried out, jumping up and down.

It was then that Jun looked at the birth certificate and noticed something.

"Mary Jun?" she gasped.

"Huh?" Dark Spider asked, looking at her.

"My name is Mary Jun Ikari!" she said, showing him the documents.

_Mary Jun_? Spider Man gasped, realizing that it sounded a lot like his wife, Mary Jane.

"You know... this actually works on several levels." Dark Spider said.

"And as far as anyone knows, these are your real identities." Sue said to the pair.

"I.... I don't know what to say." Dark Spider said.

"Well, 'Thank You', would be a good start." Sue said.

"Thank You!" the pair said, bowing deeply to the blond woman. Actually, Shinji bowed, Jun just followed suit.

"Now we just need to find them a place to stay." Scarlet Spider said.

"Actually.... I think I can help with that." Spider Man said.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

(Residential neighborhood, early evening the next day)

"I have to say, Peter, this is really weird." Ben Reilly said as the group walked down the street, dressed in casual street clothes.

"I have my doubts about this actually working as well." Peter Parker said to his brother.

"So... let me get this straight," Mary Jane Parker whispered. "I kissed a clone?"

"Kinda sorta." Peter said with a small shrug. "Actually... he's a fourteen year old Japanese boy who somehow merged with one of my clones." he explained. "But he's a good person, MJ. That's why I think this is a good idea."

Behind the trio, two figures were casually talking to each other.

"Are you alright, Jun-chan?" Shinji asked the young woman, who was dressed in a pair of jeans, tennis shoes, a red shirt with a blue jacket and a backpack hanging off her left shoulder.

"I'm a little nervous about this, Shinji-kun." Jun replied to the young man, who was dressed in a pair of brown slacks, black shirt, a long brown coat, and a backpack over his shoulders

"In a way... I am too." he replied.

Within a few minutes, the group had arrived at the familiar house.

"Hello, Peter!" May Parker said as she stepped out the front door. "And how are you feeling now?"

"Hi, Aunt May!" he said, giving the woman a warm hug. "And I'm feeling a lot better now. I hope you don't mind us dropping in like this, but I have some people I'd like you to meet."

"Oh? Really?" she asked.

"Yes, right behind me." he said.

May looked back and gasped. The first person she noticed was a young man with blond hair and the same features as Peter. The second person was a younger girl with soft wavy brown hair who could have passed for Peter's twin sister when he was fifteen. The third person was a young man with raven dark hair who also looked a little like Peter as well.

"Uh... Hello." May said to the trio.

"Hello." the blond haired young man said with a smile.

"Hello." the raven-haired young man said with a bow.

"Hi." the girl said.

"And what are your names?" May asked.

"Ben Reilly, ma'am." the blond man said.

"My name is Shinji Ikari," the raven-haired man said. "And this is my sister..."

"Mary Jun Ikari." the girl said.

"Really. My daughter-in-law was named Mary." May said.

"Really?" the girl said with a knowing smile.

"Though it is a little odd to find an American girl with a Japanese last name."

"Well, it's more for Shinji." she explained.

"Really?"

"Well, he kinda adopted me."

"I see." she said. "Oh! Where are my manners? Come in, come in, all of you." she said as she stood aside and let the group into her house.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

"I have to say, the resemblance between you all and my nephew is rather uncanny." May said.

"Peter said the same thing when he met us." Ben said.

The group were seated in the living room, just talking while Peter seemed to be doing most of the explaining.

"So... you are related to my Benjamin Parker." May said to the blond-haired man.

"Or at least his side of the family." Peter said.

"And what about you two?" she asked Shinji and Jun.

"Well.... we think that Shinji might be the son of my father, Richard Parker." Peter said, a feeling of dread welling up inside him.

"What?" May gasped.

"Do you remember back when he was a special agent with the government?" Peter asked.

"Of course." May said. "How could I forget the trouble that caused. It took you months to clear your parents names of those espionage and treason charges."

"Exactly. Well, you know how spies and special agents have a reputation of... sleeping around?"

At hearing this, May practically snapped.

"Peter! You're not suggesting that your father..."

"Well, no, but... I can't think of anything else that could explain this."

"But how could you even think that..."

"Aunt May! I know that my father was a good man, but given his occupation, it's not unusual for a spy or special agent to do whatever was necessary in order to... get the job done."

"But what you're suggesting is..."

"I know, Aunt May, I know. It sounds like something out of a movie or a television mini-series, but... I can't think of anything else. I mean he looks like me, doesn't he?" he asked, pointing to the raven-haired young man.

"Yes. I suppose he does. But so does Ben, and he's from the Parker side of the family. But then, why does he have my maiden name?"

"It's just his name, Aunt May." Mary Jane said. "For all we know, a woman from the Parker family married a man from the Reilly family, and... well..."

May sighed as she heard that. "It's a small world we live in." she said.

"Aunt May? Are you alright?" Peter asked.

It was then that May finally smiled.

"Yes, Peter. I just... before it was just you, me and Mary Jane. And now... it seems as if our little family has doubled in size almost overnight."

"So, you're not upset about all this?" he asked.

"Well... I would be lying if I said that I wasn't expecting anything like this. But... to be honest, I am a little suspicious as to the real reason you came here."

"Well...."

"We were hoping you knew of a place where they could stay." Mary Jane said.

May smiled at the girl and her nephew.

"You mean... stay here, don't you?" she asked.

The group looked at each other in shock.

"You know?" Peter asked.

"I may be old, Peter, but I'm not that old."

"Sorry, Aunt May." he said sheepishly.

"Don't be, dear boy. Under the circumstances, I quite understand."

"I just thought that... well, with Mary Jane and I living in our own place, and Ben already has his own place, and I figured you must be a little lonely here, and ... when I met Shinji and Jun here... with no real place to stay, well..."

"You thought they could live here, in order to keep me company, and so that you would be able to keep tabs on our family." May exclaimed.

"Well..." he said, slightly embarrassed by all this.

While Aunt May was a fairly good judge of character, she had the feeling that Peter was keeping something from her.

Still...

"Yes." May said. "At the very least I could use the company, to get to know our little family better."

HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH

Authors Notes:

Hope everyone enjoyed this chapter, long though it may be. (It's 30 pages and over 10,000 words) I hadn't really intended for it to be this long, but one thing kept coming up after another, until finally I had a thirty-page chapter. And on top of everything else, I gave Shinji a sister, and a clone at that, the idea coming from the Ultimate Spider Man comic series following the Clone Arc. And just so everyone knows, there is no Mattie Franklin in this universe. Which is why I gave the female clone the identity of Spider Girl, as well as one of Mattie's spider-girl costumes.

I hope no one minds that there are no omake's. After writing so much I just couldn't think to include them and make the chapter longer than it had been. Furthermore, I made several changes to Shinji, including making his features more Asian, and less 'Peter Parker', changed his costume a little, and then had him and 'Mary Jun' move in with Aunt May, after giving them new identities of their own.

And as always, leave a review to let me know what you think.

And just so everyone knows, my next updates will be for 'Shinji X' and 'Shinji Meets The Avengers'. Hopefully for tomorrow.


End file.
